**Exhibit 10.1**

 

**CONFIDENTIALITY NOTICE**:  This agreement isconfidential to Accenture and VIA NET.WORKS

 

**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FORPORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECTTO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED BY {*****}. A COMPLETEVERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION.**

** **

** **

**MASTER SERVICES AGREEMENT**

 

 

**DATED 30th July 2003**

 

**VIA NET.WORKS, INC.**

 

**and**

 

**ACCENTURE LLP**

 

 

**ACCENTURE**

 

**London**

 

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**CONTENTS**

 

**Clause**

 
| PART  A - INTERPRETATION                                   |
|------------------------------------------------------------|
| 1.                                                         | Interpretation |
| PART  B - STRUCTURE, SCOPE, TERM, EMPLOYEES AND GOVERNANCE |
| 2.                                                         | Structure and Scope |
| 3.                                                         | Term |
| 4.                                                         | Employees |
| 5.                                                         | Governance |
| PART C - SERVICES                                          |
| 6.                                                         | Operational Services |
| 7.                                                         | Project Services |
| 8.                                                         | Not Used |
| 9.                                                         | Charges, Invoicing and Payment |
| PART D  - CLIENT AND SERVICE PROVIDER OBLIGATIONS          |
| 10.                                                        | Responsibilities and  Dependencies |
| 11.                                                        | Client Assets |
| 12.                                                        | NOT  USED |
| 13.                                                        | Regulatory Compliance |
| 14.                                                        | Security Requirements |
| 15.                                                        | Health and Safety |
| 16.                                                        | Business  Continuity and Contingency Plan |
| 17.                                                        | Change Control |
| 18.                                                        | Regulatory Change |
| 19.                                                        | Records and Rights to Audit |
| 20.                                                        | Confidentiality |
| 21.                                                        | Key Personnel |
| 22.                                                        | Non-Solicitation |
| 23.                                                        | Intellectual Property |
| 24.                                                        | Use of Client Data |
| 25.                                                        | Intellectual Property  Indemnity |
| 26.                                                        | Representations and  Warranties |
| PART E - LIABILITY                                         |
| 27.                                                        | Force Majeure |
| 28.                                                        | Limitations of  Liability and Excuse |
| PART F - TERMINATION                                       |
| 29.                                                        | Termination |
| 30.                                                        | Exit Plan and  Consequences of Termination |
| PART G - MISCELLANEOUS                                     |
| 31.                                                        | Announcements |
| 32.                                                        | Assignment and  Subcontractors |
| 33.                                                        | Notices |
| 34.                                                        | Whole Agreement |
| 35.                                                        | Disputes |
| 36.                                                        | General |
| 37.                                                        | Governing Law and  Jurisdiction |

 

MasterServices Agreement – Execution Copy

Issue Date29/07/03

 

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| **Schedules**                               |
|---------------------------------------------|
|                                        |
| 1.                                          | Operational Services,  Project Services and Retained Services |
| 2.                                          | Principles for  Service Level Agreements |
| 3.                                          | Client  Responsibilities |
| 4.                                          | Client Group |
| 5.                                          | Charges and Payment  Terms |
| 6.                                          | Service Provider  Assumptions |
| 7.                                          | Governance Structure |
| 8.                                          | Key Personnel |
| 9.                                          | Termination  Assistance |
| 10.                                         | Employees |
| 11.                                         | Data Protection |
|                                        |   |
| **Appendices**                              |
|                                        |
| Appendix  1 - Transition Plan               |
| Appendix  2 - Not Used                      |
| Appendix  3 - Security Policy and Standards |

 

3

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**THIS AGREEMENT** isdated 30th July 2003

 

**BETWEEN**:

 

(1)           **VIANET.WORKS, INC.**,a company registered under the laws of the State of Delaware (FEIN number84-1412512), whose registered office is at 2711 Centerville Road, Suite 400 Wilmington, DE19808 (**Client**);and

 

(2)           **ACCENTURE LLP**, an Illinois general partnership registered as a limited liabilitypartnership with offices at 1661 Page Mill Road, Palo Alto, CA 94304,USA (**ServiceProvider**).

 

**BACKGROUND**

 

(A)          Clientcarries on business as a provider of managed internet services and otherrelated services.  It currently providesits finance and administration services in-house and for and within itsAffiliates.

 

(B)           ServiceProvider is a leading provider of global management and technology services.

 

(C)           ServiceProvider has agreed to provide Client and the Client Group with transactionprocessing for Client’s finance function, involving accounts payable, accountsreceivable, general accounting (such as cash and banking services).  These services include services that Clientcurrently provides to itself.

 

(D)          Theservices will be provided to Client and the Client Group from, and received byClient and the Client Group in, a number of countries.

 

(E)           Clientand the Client Group will grant Service Provider and its Affiliates access tocertain assets (including hardware and software licences) currently used byClient and the Client Group to provide services to themselves.

 

 (F)          ServiceProvider will provide the services to Client and Client Group using proprietaryservice management processes and tools.

 

**PART A - INTERPRETATION**

** **

**1.**             INTERPRETATION

** **

1.1           Inthis agreement:

 

**Acceptance Criteria** means, for any Project Services, the acceptance criteria specifiedin the applicable Project Work Package;

 

**Acceptance Procedure** means, for any Project Services, the procedure for satisfying theAcceptance Criteria specified in the applicable Project Work Package;

 

**Acceptance ProcedurePeriod** means, for any Project Services, theperiod for the Acceptance Procedure specified in the applicable Project WorkPackage;

 

**Affiliate** means in relation to an entity any company, partnership or otherentity which from time to time Controls, is Controlled by or is under thecommon Control

 

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withthat party.  For these purposes **Control**means the beneficial ownership of more than 50 per cent. of the issued sharecapital or the legal power to direct or cause the direction of the generalmanagement of the company, partnership or other entity in question; and **Controls**shall be construed accordingly;

 

**Assets** means the hardware and software and Intellectual Property Rightsowned or leased by Client, or licensed by a Third Party or an Affiliate ofClient to Client, and required for the provision of the Operational Services,including hardware and software and Intellectual Property Rights used by or onbehalf of Client in the provision of services equivalent to the OperationalServices immediately prior to the Commencement Date (unless the parties agreethat these are not, or are no longer, required by Service Provider);

 

**Business Continuity andContingency Plan** means Client’s plan for thecontinued operation of Client Business in the event of a business interruptionevent or disaster event, as in existence at the Commencement Date and notifiedto Service Provider prior to the Commencement Date or as implemented thereafterin accordance with Clause 16 and amended from time to time through ChangeControl;

 

**Business Day** means a day (other than Saturday or Sunday) on which banks are openfor general business in London;

 

**Change** has the meaning given to that term in clause 17;

 

**Change Control** means the procedure for changes to this agreement and any Servicesas set out in clause 17;

 

**Change Control Note** has the meaning given to that term in clause 17.3;

 

**Change Proposal** has the meaning given to that term in clause 17.2;

 

**Change Request** means any written request by either party for a change pursuant to ChangeControl;

 

**Charges** means the charges payable by Client for the provision of theServices as set out in Schedule 5;

 

**Client Business** means the business of Client, being the provider of managedinternet services and other related services;

 

**Client Data** means all data, information, text, drawings or other materials ofClient that are used, delivered, compiled or processed  by Service Provider in the provision of theServices;

 

**Client Group** means the Affiliates of Client for which certain Services shall beprovided as set forth in Schedule 4;

 

**Client Operating Services** means the services Client will provide to Service Provider toenable Service Provider to provide the Services to Client, as agreed betweenthe parties during the Transition Period and/or as set out in Schedule 3;

 

**Client Responsibilities** means the responsibilities of Client described in clause 10 andSchedule 3;

 

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**Commencement Date(s)** means 12.01 a.m. on  1 July 2003;

 

**Confidential Information** has the meaning given to that term in clause 20;

 

**Contract Year** means the 12 month period starting on January 1, 2004 and eachsucceeding 12 month period;

 

**Countries** means the countries set out in Schedule 4 and any othercountries or regions agreed in writing between the parties from time to time;and **Country**means one of them;

 

**Data Protection Directives** means the European Union Directive entitled “Directive 95/46/EC ofthe European Parliament and of the Council of 24th October 1995 on theprotection of individuals with regard to the processing of personal data and onthe free movement of such data” and the European Union Directive entitled“Directive 97/66/EC concerning the processing of personal data and theprotection of privacy in the telecommunications sector”;

 

**Data ProtectionLegislation** means any legislation in forcefrom time to time in which implements the Data Protection Directives and isapplicable to the provision of the Services pursuant to this agreement;

 

**Data Subject**means a natural person who can beidentified, directly or indirectly, in particular by reference to anidentification number or one or more factors specific to his/her physical,physiological, mental, economic, cultural or social identity.

 

**Employment Regulations** means the Acquired Rights Directive 77/187/EEC (as amended) and anylegislation implementing the provisions of that Directive as amended from timeto time in the UK and other Countries and any similar legislation in the CzechRepublic;

 

**Executable Code** means computer programs and/or data which can be interpreted andacted upon by a hardware platform/operating system without the need for anyexternal modification;

 

**Exit Plan** means the plan for the orderly transition of the Services fromService Provider to Client or a Replacement Supplier in the event oftermination of this agreement, as agreed between the parties in accordance withclause 30.1;

 

**Force Majeure Event** has the meaning given to that term in clause 27.1;

 

**Go-Live Date**means the date for each Country asspecified “Go-Live” in clause 4 of Appendix 1.

 

**Governance Structure** means the structure for managing and monitoring the performance ofthis agreement and the on-going relationship between the parties, as detailedin Schedule 7;

 

**Initial Term** means January 1, 2004 through December 31, 2006;

 

**Intellectual PropertyRights** means:

 

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(a)           copyright, patents,database rights, rights in know-how and confidential information, and rights intrade marks and designs (whether registered or unregistered);

 

(b)           applications forregistration and the right to apply for registration, for any of the above; and

 

(c)           all other intellectualproperty rights and equivalent or similar forms of protection existing anywherein the world.

 

**Joint Review Board** has the meaning given to that term in Schedule 7;

 

**Key Performance Indicators** has the meaning given to that term in Schedule 2;

 

**Losses**suffered by a party means any liabilities, obligations, losses,damages, fines, penalties, judgments, costs or expenses (including, withoutlimitation, reasonable legal costs and expenses [including those arising underclause28.2]) of any kind or nature that may be imposed on or incurred by thatparty;

 

**Management Services** means the services described in Part 1 of Schedule 1;

 

**Nominated Representative** has the meaning given to that term in Schedule 7;

 

**Operating Level Agreements** means the agreements which specify operating level metrics,operating level targets and the way in which operating level performance ismeasured for the Client Operating Services, as agreed between the partiesduring the Transition Period;

 

**Operational Deliverables** means any and all materials created by or on behalf of ServiceProvider or the Subcontractors in connection with the performance of theOperational Services which may include, without limitation, Software,documents, services, reports, processes, designs, methods, System, SystemDesigns, System Documentation and day-to-day reports prepared for Client or anyother information, equipment or materials, but excluding the Service ProviderSoftware and the Service Provider Tools and Methodologies;

 

**Operational Services** means the services described in Part 1 of Schedule 1;

 

**Personal Data** means all data and other information about or pertaining to Clientemployees or individuals who are customers which is processed by ServiceProvider and/or the Subcontractors in connection with the provision of theServices, whether that data or information is in oral, visual or written formor is recorded in any other medium. For the purposes of this definition, **processing**has the meaning given to that term by the Data Protection Legislation and **processed**shall have a corresponding meaning;

 

**Project**means a project to perform certain services agreed to be provided byService Provider to Client in accordance with the terms of this agreement andthe applicable Project Work Package;

 

**Project Deliverables** means any and all materials created by or on behalf of ServiceProvider or the Subcontractors for or as a result of a Project which mayinclude, without limitation, Software, documents, services, reports, processes,designs, methods, System, System Designs, System Documentation or any otherinformation,

 

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equipmentor materials but excluding the Service Provider Software, the Service ProviderTools and Methodologies and the Operational Deliverables;

 

**Project Services** means the performance by Service Provider of the services inrelation to Projects and described in Part 2 of Schedule 1;

 

**Project Services Charges** means the charges payable by Client for the relevant ProjectServices as set out in the applicable Project Work Package;

 

**Project Work Package** means the agreement between Service Provider and Client for theperformance of a Project, or a discrete phase or part of a Project, by ServiceProvider for Client;

 

**Regulator** means any body having regulatory or supervisory authority over anypart of Client Business;

 

**Regulatory Change** means any change in law, enactment order, regulation, regulatorypolicy or guideline which impacts on the performance of the Services;

 

**Replacement Services** means any services in whole or in part which are substantiallysimilar to any of the Services and which Client or its Affiliates eitherundertake itself or themselves or Client procures in substitution for any ofthe Services in whole or in part following the termination of this agreement,whether those services are provided by Client internally and/or by any ThirdParty;

 

**Replacement Supplier** means any Third Party service provider of Replacement Servicesappointed by Client from time to time;

 

**Restraining Event** has the meaning given to that term in clause 11.3;

 

**Retained IntellectualProperty** means all Intellectual PropertyRights owned by Client or any member of the Client Group and used by ServiceProvider or any Affiliate of either of them in connection with provision of theServices;

 

**Retained Services** means the services to be retained, carried out and provided byClient, as set out in Schedule 1;

 

**Security Policy****and Standards**means Client’s security policy and guidelinesset out in Appendix 3 and as amended from time to time through Change Control;

 

**Service Level Agreements** means the service level agreements for Operational Services agreedunder clause 6.5;

 

**Service Level Metric** means a measure of the quality of all or part of the OperationalServices, such as:

 

(a)           the availability of aparticular service;

 

(b)           the volume of a particulartype of transaction which is able to be processed within a specified period oftime; and

 

(c)           responsiveness of aservice;

 

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**Service Level Performance** means the level of performance of the Operational Services,measured in terms of the Service Level Metrics for those Operational Services,in a particular time period;

 

**Service Provider Group** means Service Provider and its Affiliates;

 

**Service Provider KeyPersonnel** means the people set out inSchedule 8, as amended from time to time in accordance with clause 21;

 

**Service Provider Personnel** means all employees, agents, consultants and contractors of ServiceProvider and/or of any Subcontractor that are engaged in the provision ofServices from time to time;

 

**Service Provider Software** means all Software:

 

(a)           in which the IntellectualProperty Rights are owned by Service Provider and/or any Subcontractor as atthe date of this agreement; or

 

(b)           which is developed by orfor Service Provider or any Subcontractor independently of this agreement; or

 

(c)           which Service Provider orany Subcontractor can reasonably demonstrate was developed at its sole cost,

 

(excludingany Service Provider Tools and Methodologies) and which is used by or forService Provider and/or any Subcontractor in the provision of the OperationalServices and/or the Project Services;

 

**Service Provider Tools andMethodologies** means all methodologies,Software development tools, ideas, methods, processes, templates, reports,concepts and techniques and other materials (including any enhancementsthereto) owned by or licensed to Service Provider (other than by Client) andused by or for Service Provider and/or any Subcontractor (a) in the developmentof Operational Deliverables and/or the Project Deliverables, and/or (b) in theprovision of the Operational Services and/or Project Services and/or (c)internally by or for Service Provider and/or any Subcontractor;

 

**Services**means the Operational Services, the Project Services and otherservices agreed to be provided by Service Provider to Client under thisagreement;

 

**Significant Business Event** means any change in the size, business or structure of Client whichwill significantly change Client’s requirements for Services including, withoutlimitation:

 

(a)           the purchase or sale, orsimilar acquisition or disposition of another company (or other entity) orbusiness by Client; or

 

(b)           the restructuring orre-organisation of Client; or

 

(c)           a merger, consolidation orother similar business combination involving Client and an unaffiliated entity;or

 

(d)           the commencement of a newbusiness, or material change to the existing business (or method of carrying onthat business), by Client.

 

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**Software** means computer programs and/or data in Executable Code and SourceCode form, together with any technical information and documentation necessaryfor the use of such programs and/or data;

 

**Source Code** means computer programs and/or data in human-readable form and onsuitable media in such form that it can be translated or interpreted intoequivalent Executable Code together with all technical information anddocumentation necessary for the use, reproduction, modification and enhancementof such programs and/or data;

 

**Subcontract**means any contract or agreement between Service Provider and anyperson, whereby that party agrees to provide, the Services or any part of them,or information technology facilities or information technology services used inthe provision of the Services or any part of them;

 

**Subcontractor** means a subcontractor of Service Provider engaged by ServiceProvider under a Subcontract;

 

**Supervisory Authority** means the United KingdomInformation Commissioner or any other relevant data protection authority in theUnited Kingdom from time to time appointed or their equivalent in any otherCountry;

 

**System** means the hardware, firmware, equipment, Software and otherelectronic, computer and telecommunications devices and equipment suppliedand/or developed and/or used by Service Provider and/or any Subcontractor forthe provision of the Services;

 

**System Designs** means designs showing the overall structure and material componentsof any System;

 

**System Documentation** means all documentation relating to each System and/or which hasbeen or is otherwise developed in the provision of the Services (including, butnot limited to, any modifications or enhancements made to such documentation inthe course of such Services);

 

**Termination Assistance**means the termination transition services to be provided by ServiceProvider under the Exit Plan;

 

**Termination Period** means (i) the period of 6 months where notice to terminate is givenunder clause 27.4, 29.1, 29.2 or 29.4commencing on the date specified in clause30.4 or (ii) or the applicable time frame set forth in clause 29.5 when noticethe terminate is provided thereunder;

 

**Third Party** means any person or entity which is not a party to this agreementexcluding as **Third Parties** any Affiliates of either party;

 

**Third Party Software** means Software in which the Intellectual Property Rights are ownedby a Third Party and which is used by Service Provider and/or any Subcontractorin the provision of the Services;

 

**Transition Period** means the period from the Commencement Date until 31December 2003;

 

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**Transition Plan** means the plan set out in Appendix 1 describing the methods for (a)the provision and measurement of Operational Services in accordance with clause6.5(a), (b) the review of the Business Continuity and Contingency Plan (if any)in accordance with clause 16.2, and (c) the preparation of an Exit Plan inaccordance with clause 30.1;

 

**Use**means the ability to load, execute, store, transmit, display, copy,amend, modify, and enhance.

 

1.2           Inthis agreement:

 

(a)           thesingular includes the plural and vice versa; and

 

(b)           referencesto a person include a body corporate and an unincorporated association ofpersons.

 

1.3           Inthis agreement any reference, express or implied, to an enactment, includesreferences to:

 

(a)           thatenactment as re-enacted, amended, extended or applied by or under any otherenactment (before, on or after the date of this agreement);

 

(b)           anyenactment which that enactment re-enacts (with or without modification); and

 

(c)           anysubordinate legislation made (before, on, or after the date of this agreement)under that enactment, as re-enacted, amended or extended or applied asdescribed in paragraph (a), or under any enactment referred to in paragraph(b);

 

and **enactment**includes any statutory laws, legislation and regulations in any jurisdiction.

 

1.4           Theheadings in this agreement do not affect its interpretation.

 

1.5           Ifthere is any conflict or inconsistency between:

 

(a)           theterms of the general provisions in this agreement and any Schedule orAppendix, the general provisions in this agreement will prevail (unlessexplicitly stated in the relevant Schedule or Appendix that the intentionis for that Schedule or Appendix (or part of it) to override the generalprovisions of this agreement); or

 

(b)           theterms of the general provisions in this agreement, any Schedule orAppendix and the terms of a Project Work Package, the terms of the Project WorkPackage will prevail (if explicitly stated in the relevant Project Work Packagethat the intention is for the Project Work Package to override the generalprovisions of this agreement) otherwise the agreement or applicableSchedule or Appendix will prevail).

 

1.6           TheSchedules and Appendices and each Project Work Package form part of thisagreement and references to “this agreement” include its general

 

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provisions,Schedules and Appendices and each Project Work Package, as amended from time totime by agreement of the parties (including by means of Change Control).

 

**PART B - STRUCTURE,SCOPE, TERM, EMPLOYEES AND GOVERNANCE**

** **

**2.**             STRUCTUREAND SCOPE

** **

2.1           Thisagreement covers the provision of the Services (and related arrangements) byService Provider to Client and the Client Group.

 

2.2           Thescope of the Services to be provided by Service Provider is described inSchedule 1.

 

**3.**             TERM

** **

3.1           Thisagreement will commence on the Commencement Date and will continue unless anduntil terminated in accordance with the provisions of this agreement.  Such termination is without prejudice to theprovisions of this agreement which are expressed to survive any suchtermination.

 

**4.**             EMPLOYEES

** **

4.1           Eachparty will perform and discharge all its obligations in accordance withSchedule 10.

 

**5.**             GOVERNANCE

** **

The partieswill manage this agreement and the Services in accordance with the GovernanceStructure.  The parties will ensure thatthe various committees established under the Governance Structure are empoweredto make appropriate decisions to the obligations set forth in Schedule 7.

 

**PART C - SERVICES**

** **

**6.**             OPERATIONALSERVICES

 

6.1           ServiceProvider will provide the Operational Services to Client in accordance withthis agreement.

 

6.2           Theextent to which the Operational Services are to be provided to the Client Groupis described in Schedule 1.

 

6.3           Duringthe Transition Period, Service Provider will provide each of the OperationalServices for each member of the Client Group at a level at least as consistentto that which was being performed by or on behalf of Client in respect of that OperationalService on average in the 12 months immediately prior to the Commencement Date.Thereafter Service Provider will provide each of the Operational Services inaccordance with the Service Level Performance as agreed in the Transition Planwhich shall at a minimum be consistent with the principles set forth inSchedule 2.

 

6.4           ServiceProvider will be the sole and exclusive supplier of the Operational Services toClient to the extent such Operational Services are agreed in

 

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Schedule 1as of the Commencement Date for a member of the Client Group during the term ofthis agreement.

 

6.5           Duringthe Transition Period, the parties will perform their respective obligations asset out in the Transition Plan and will:

 

(a)           measurethe Service Level Performance under clause 6.3 and following that measurementexercise, endeavour to agree Service Level Agreements for the OperationalServices that reflect the principles set out in Schedule 2;

 

(b)           developand agree Operating Level Agreements; and

 

(c)           review(and will review regularly during the term of this agreement) the informationand assumptions contained in Schedule 6 and where appropriate agree andmake any necessary amendments to this agreement.

 

6.6           The partiesmay amend the Operational Services from time to time, including adding any newservices, as agreed through Change Control, and will use reasonable endeavoursto promptly agree as applicable amendments to the relevant Service LevelAgreements and the Operating Level Agreements through Change Control.  The parties will keep the Service LevelAgreements and the Operating Level Agreements under regular review through theService Delivery Review meetings set out in Schedule 7.

 

6.7           ServiceProvider will measure Service Level Performance against the agreed ServiceLevel Agreements and Client’s performance against the agreed Operating LevelAgreements and report to Client on a regular basis in accordance with theprinciples set forth in Schedule 2.

 

6.8           ServiceProvider will co-operate and liaise with Client and co-operate with all othersuppliers of related services to Client to the extent reasonably necessary tofacilitate the provision of the Operational Services to Client.

 

6.9           ServiceProvider will assume responsibility for the management of all Service ProviderPersonnel and the acts and omissions of all Subcontractors in the provision ofthe Services.

 

6.10         WhereService Provider uses its own personnel in the provision of the Services,Service Provider will ensure that those personnel are suitable, appropriatelyqualified, appropriately experienced and competent personnel in the provisionof the Services.

 

6.11         Whereany agreed Service Level Agreement includes Key Performance Indicators andService Provider fails to meet any Key Performance Indicator, Service Providerwill:

 

(a)           aspart of its obligation to provide the Operational Services, use all reasonableendeavours to correct the fault which caused the failure to meet the KeyPerformance Indicator at its own cost;

 

(b)           arrangesuch additional resources as are reasonable and necessary to perform theOperational Services in accordance with the Key

 

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PerformanceIndicator(s) taking into account the circumstances at the time; and

 

(c)           Providecredits and/or refunds as agreed by the parties in accordance with theprinciples set forth in Schedule 2.

 

**7.**             PROJECTSERVICES

 

7.1           Theparties may from time to time agree upon Projects to be undertaken by Service Provider.  All of these Projects will require ProjectWork Packages.

 

7.2           Asagreed by the parties, Service Provider will prepare detailed Project WorkPackages in respect of each Project and submit those Project Work Packages toClient for review.  The parties willpromptly discuss and agree the content of the Project Work Packages (includingthe Project Services and the Charges for the Project Services) and, onagreement, Service Provider will perform the Project Services in accordancewith the terms of the Project Work Packages and this agreement.

 

7.3           If theparties fail to reach an agreement on any issues related to finalizing aProject Work Package, either party may escalate the matter for resolution inaccordance with Schedule 7.

 

7.4           ServiceProvider is entitled to charge a reasonable fee for preparing the Project WorkPackages in accordance with Schedule 5.

 

7.5           Clientwill ensure that it commits appropriate resources to undertake the ClientResponsibilities to facilitate the completion and implementation of allProjects.

 

**8.**             NOT USED

 

**9.**             CHARGES, INVOICING AND PAYMENT

** **

9.1           Clientwill pay Service Provider the Charges in accordance with the pricing mechanismsand procedures set out in Schedule 5.

 

9.2           Inrespect of any Project Work Package, Client will pay Service Provider theCharges as set out in the applicable Project Work Package.

 

9.3           If aSignificant Business Event occurs during the term of this agreement the partieswill use all reasonable endeavours to determine whether that SignificantBusiness Event will have an effect or impact on the human and/or otherresources and assets which would be required by Service Provider, and theamount of any or indirect costs or expenses which would be incurred by ServiceProvider, to perform the Services.  Theparties agree to adjust, through Change Control, the Charges to reflect theeffect or impact, if any, caused by the Significant Business Event.

 

9.4           ServiceProvider will invoice the Charges to Client in accordance withSchedule 5.  Invoices will include anallocation of the Charges by Country and each Affiliate and sufficient detailand information to enable the accuracy of the invoice to be verified.

 

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9.5           Clientwill make payment to Service Provider at the address specified in the invoiceand in the manner agreed in Schedule 5.

 

9.6           Notwithstandingclause 9.5 but subject to clause 9.7, if Client has a dispute in respect of anyinvoice (in whole or in part) Client will, provided that it has notified the disputedamount and the nature of the dispute to Service Provider prior to the due datefor payment of the relevant invoice, be entitled to withhold payment of the sumin dispute but will pay the undisputed portion.  The parties will negotiate in good faith to resolve thedispute.  Failing resolution within fiveBusiness Days after receipt by Service Provider of Client’s notification, thedispute will be referred immediately to dispute resolution in accordance with Schedule 7.  Any adjustment to invoiced amounts arisingas a result will be reflected, so far as practicable, in Service Provider’snext invoice to Client.

 

9.7           Wherean invoice the subject of dispute relates to services being provided by a ThirdParty supplier, and payment of the Third Party supplier is critical to ensurethat the Third Party supplier continues to provide services in order to avoid amaterial disruption to the provision of the Operational Services, ServiceProvider may pay the relevant Third Party supplier and Client will reimburseService Provider for that payment (through the Charges or otherwise).  Such payment will not prevent Client fromsubsequently disputing any of these Charges enforcing any of the provisions ofthis agreement.

 

9.8           Allsums payable by Client to Service Provider under this agreement will beexclusive of value added tax and other indirect or consumptive taxes (if any)which will be paid, in addition to those sums, by Client on issue by ServiceProvider of a valid tax invoice at the rate and in the manner for the timebeing prescribed by law.

 

9.9           This clause has been intentionally deleted.

 

9.10         If thereare any particular tax issues in respect of this agreement, the parties willuse their respective reasonable endeavours to mitigate any adverse tax effecton either party, provided that nothing in this clause 9 will require eitherparty to prejudice its own tax position or any of its rights or remedies underthis agreement.

 

9.11         Withoutprejudice to its other rights and remedies, if any undisputed sum due for paymentunder this agreement is not paid on the due date or if any disputed sum, whichis withheld by Client in accordance with clause 9.6, is subsequently determinedto have been properly invoiced, Service Provider will be entitled to charge,and Client will pay, interest on the unpaid amount from the due date to thedate of actual payment calculated on a monthly basis at the rate per annum of 2per cent. above Barclays Bank plc’s base rate for the time being.   If it is determined that Client has beenovercharged in respect of any invoice that has been paid by Client, ServiceProvider will repay to Client the amount which should not have been invoicedtogether with interest on that amount from the date of payment by Client to thedate of repayment by Service Provider at the rate of interest referred to inthis clause 9.11.

 

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9.12         Anyservice credits owed to Client pursuant to a Service Level Agreement will becredited in accordance with Schedule 5.

 

**PART D - CLIENT AND SERVICE PROVIDER OBLIGATIONS**

 

**10.**          RESPONSIBILITIES AND DEPENDENCIES

** **

10.1         ServiceProvider will perform its responsibilities set out in this agreement,including, in particular, Schedule 1, the Service Level Agreements and theExit Plan.  Client acknowledges thatService Provider’s ability to perform its responsibilities may be impacted bythe Client’s failure to perform its obligations under this clause 10.  In such case, Client acknowledges that ServiceProvider’s shall be excused from its failure to perform to the extent that suchfailure is dependent upon the Client’s performance of its obligations underthis Agreement.

 

10.2         Clientwill perform its responsibilities set out in this agreement, including, inparticular, Schedule 3 and in the Operating Level Agreements.

 

10.3         Clientis responsible for, and will perform, the Retained Services.

 

10.4         Notwithstandingthat the Service Provider will provide the Operational Services from its ownpremises, if Service Provider Personnel are required to work on the Client’s orany Client Group premises from time to time, the Client will procure that suchpersonnel are provided with suitable office accommodation and services accessto computing facilities required by Service Provider to fulfil its obligationsunder this agreement.  The Client isresponsible for the provision of suitable environmental conditions, includingelectrical supplies, at such premises.

 

10.5         ServiceProvider will notify Client as soon as reasonably practicable after it becomesaware of any failure or likely failure by Client to perform the ClientResponsibilities and Client will promptly remedy that failure.

 

**11.**          CLIENT ASSETS

** **

11.1         Clientgrants Service Provider, and will procure that any relevant Affiliate or ThirdParty grants Service Provider, the right to use the Assets as set forth inSchedule 3 or as agreed during the Transition Period.

 

11.2         Clientwill, at its cost, execute and do (or, to the extent that it is reasonablyable, procure to be executed and done by any other necessary party) all suchdeeds, documents, acts and things as Service Provider may from time to timereasonably require in order to acquire for Service Provider the right describedin clause 11.1.

 

11.3         Withoutprejudice to any other provision of this clause 11 if, at any time followingthe Commencement Date, a Third Party succeeds in restraining, or ServiceProvider reasonably believes that a Third Party is reasonably likely torestrain, Service Provider or any of the Subcontractors from using any of the Assets(a **RestrainingEvent**), Service Provider will promptly raise the matter with Clientand the parties will promptly negotiate a solution, including jointly with thatThird Party, to enable Service Provider and the Subcontractors to use therelevant Assets.  The one-off andongoing amounts

 

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agreed to bepaid to the Third Party and any reasonable costs incurred by Service Providerin obtaining a valid licence from the Third Party or, if that licence cannot beobtained, in replacing the relevant Assets (including by purchasing newreplacement items) will be borne by Client.

 

**12.**          NOT USED

 

**13.**          REGULATORYCOMPLIANCE

 

13.1         Clientwill be responsible, unless otherwise agreed in writing by the parties, for allcommunications and correspondence with any Regulator in relation to thisagreement, and Service Provider will direct all enquiries from any Regulatorrelating to this agreement to Client unless otherwise agreed in writing by theparties.

 

13.2         ServiceProvider will promptly provide Client with any information reasonably requestedby Client for the purpose of complying with any applicable law, statutory andregulatory requirements.

 

13.3         Clientwill promptly provide Service Provider with any information reasonably requiredby Service Provider which is in Client’s possession and provide all reasonableassistance requested by Service Provider for the purpose of complying withapplicable law, statutory and regulatory requirements including in connectionwith any investigation or review by, or decision of, a Regulator which couldimpact adversely on the provision of the Services by Service Provider.

 

13.4         Pursuantto instructions provided by Client (unless there is a statutory obligation todo so), Service Provider will allow any Regulator and its authorisedrepresentatives audit and access rights to premises, employees and relevantrecords lawfully required by the Regulator in the course of carrying out theRegulator’s regulatory functions for a period of 10 days (or such longer periodas Service Provider and the Regulator may agree).

 

13.5         Clientacknowledges that Economic and Monetary Union preparation and compliance, bothgenerally and in relation to particular systems and processes, is a matter thatremains Client’s responsibility.

 

13.6         Clientand Service Provider will comply with all applicable laws and regulations.

 

13.7         Clientacknowledges that Service Provider’s services do not include the provision oflegal, financial or investment advice.

 

**14.**          SECURITYREQUIREMENTS

 

14.1         ServiceProvider will not wilfully or negligently carry out any act or make anyomission which has or could reasonably be expected to have an adverse impact onthe security of the Services or to the security of the Client Group.

 

14.2         Withoutlimiting Service Provider’s obligations under this agreement, Service Providerwill comply and procure that the Subcontractors and each of the ServiceProvider Personnel comply, with:

 

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(a)           theSecurity Policy and Standards;

 

(b)           allreasonable site-specific security requirements generally applicable to theClient Premises, as are notified to Service Provider by Client in writing fromtime to time;

 

(c)           ServiceProvider’s own internal security standards; and

 

(d)           anysecurity requirements specified in any relevant Project Work Package.

 

14.3         ServiceProvider will co-operate with any investigation of Client’s systems or theClient Premises relating to security which is carried out by or on behalf ofClient, including providing any information or material in its possession orcontrol, to the extent reasonably requested by Client.  To the extent that Service Provider willincur additional costs in respect of that co-operation, Service Provider mayraise a Change Request in respect of that additional work, which must not beunreasonably refused or delayed by Client.

 

**15.**          HEALTH ANDSAFETY

 

15.1         ServiceProvider will use reasonable endeavours to comply and procure that theSubcontractors and each of the Service Provider Personnel comply with allClient’s health and safety policies and procedures (as notified to ServiceProvider by Client in writing from time to time) whilst on any ClientPremises.  Service Provider will complyand procure that the Subcontractors and each of the Service Provider Personnelcomply with all applicable health and safety regulations and Service Provider’shealth and safety policies and procedures while performing the Services at itsPremises.

 

15.2         ServiceProvider will notify Client of any health and safety hazards (includinganything which might cause death or any form of injury to any person) of whichService Provider becomes aware in connection with the performance of theServices.

 

15.3         Clientwill notify Service Provider of any health and safety hazards of which Clientbecomes aware and which may exist or arise at the Client Premises and which mayaffect Service Provider.  ServiceProvider will draw these hazards to the attention of those Service ProviderPersonnel and Subcontractors engaged in the performance of the Services at theClient Premises as soon as practicable and will instruct those persons inconnection with any necessary associated safety measures.

 

15.4         Ifeither party’s premises fail to comply with any applicable laws or regulations,that party will promptly take all action necessary to remedy the failure andensure full compliance.

 

**16.**          BUSINESS CONTINUITY AND CONTINGENCY PLAN

 

16.1         ServiceProvider will continue to maintain and test the Business Continuity and ContingencyPlan (if any) that Client has in place at the Commencement Date or establishedthereafter in accordance with Clause 16.2 as amended from time to time inaccordance with Change Control in accordance with Client’s usual procedures andfrequency (subject to a maximum of two times

 

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per year) formaintenance and testing.  ServiceProvider will not, unless otherwise agreed, be responsible for the adequacy orcompleteness of the Business Continuity and Contingency Plan.

 

16.2         Duringthe Transition Period Service Provider will review the Business Continuity andContingency Plan (if any) and make general recommendations for improvement, ineither or both of the terms of, or the procedures for maintaining and testing,the Business Continuity Plan.  If noBusiness Continuity and Contingency Plan exists, Service Provider will makegeneral recommendations for the preparation of one.  If, as a result of those recommendations or otherwise, Clientwishes to make changes to, or (if none exists) prepare, the Business Continuityand Contingency, Client may request those changes or the preparation by makinga Change Request under clause 17.

 

16.3         Eachparty will notify the other party if it believes that there has been a materialdisruption to business continuity that requires the implementation of theBusiness Continuity and Contingency Plan as recommended by the Service Providerin clause 16.2.  The parties will thenimmediately implement the Business Continuity and Contingency Plan and ServiceProvider will perform its obligations as set out in that Plan.

 

16.4         ServiceProvider has a business continuity and contingency plan which it shall maintainduring the term of this agreement.

 

**17.**          CHANGE CONTROL

 

17.1         Ifeither party wishes to propose any amendment or modification to this agreement(including, the scope or details of the Services (or any part of them) (a **Change**)then it will notify the other party of that fact by sending a Change Request tothe other party’s Nominated Representative, specifying in as much detail as isreasonably practicable the nature of the Change.

 

17.2         As soonas reasonably practicable (but in any event within 14 days) after the sendingor receipt of a Change Request, Service Provider will provide Client with abrief written proposal in relation to the relevant Change (a **ChangeProposal**) including, but not limited to:

 

(a)           asummary of the scope of the Change;

 

(b)           briefdetails of the likely impact, if any, of the Change Request on any existing Services;

 

(c)           astatement of the cost of investigating and preparing a detailed writtenproposal in respect of the Change; and

 

(d)           anestimate of the likely cost of implementation and/or on-going operation of therelevant Change, including any increase of or reduction in the Charges oradditional Charges payable for the proposed Change, which will be commensuratewith the change in Service Providers cost to deliver the revised scope .

 

17.3         If,following receipt of the Change Proposal under clause 17.2, Client wishes toproceed with the proposed Change it will notify Service Provider in

 

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writing, whowill as soon as reasonably practicable and in any event within 30 days (or suchlonger period as the parties may, acting reasonably, agree) after receivingClient’s written notice to proceed with the proposed Change, provide Clientwith a detailed written proposal (a **Change Control Note**) including, but notlimited, to the following matters:

 

(a)           fulldetails of the proposed subject matter of the Change Request including anyoutline specifications, special conditions or other variations to the agreementrequired;

 

(b)           detailsof the impact, if any, of the Change Request on any existing Services;

 

(c)           astatement of the cost of implementation and/or on-going operation of therelevant Change, including any increase of or reduction in the Charges oradditional Charges payable for the proposed Change, which will be commensuratewith the change in Service Providers cost to deliver the revised scope; and

 

(d)           atimetable for the implementation, together with any proposals for acceptance,of the Change Request.

 

17.4         IfClient wishes to proceed with the proposed Change and it has notified ServiceProvider in accordance with clause 17.3, Service Provider may charge Client,and Client will pay, the amount stated pursuant to clause 17.2(c) for thepreparation of a Change Control Note.

 

17.5         Clientwill review the proposed Change Control Note as soon as reasonably possible (butin any event no later than 10 days) after its receipt and will either accept orreject the proposed Change Control Note or propose changes to the ChangeControl Note.  If Client accepts theproposed Change Control Note, Service Provider will make the change inaccordance with that Change Control Note. Both parties must act reasonably in relation to Change Requests, andClient will not unreasonably withhold or delay any consent in relation to themif they adversely affect the provision of the Services.  If the parties cannot reach agreement on anyChange Control Note, either party may escalate the matter for resolution inaccordance with Schedule 7.

 

17.6         Notwithstandingthe procedure in clauses 17.1 to 17.5, if any Changes are necessary to respondto an emergency situation that will materially affect the provision of theServices and it is not reasonably practical to agree the contents of thatChange in advance in accordance with the foregoing provisions, then (a) theaffected party will notify the other party of the need for an urgent Change,(b) Service Provider will immediately or as soon as reasonably practicable makethat Change, (c) Service Provider will then document the Change as soon asreasonably practicable and (d) the parties will use their respective reasonableendeavours to agree the relevant Change Control Note as soon as reasonablypracticable.  If the parties cannotagree that Change Control Note within 14 days after it has been submitted byService Provider to Client, either party may escalate the matter for resolutionin accordance with Schedule 7.

 

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17.7         Exceptas set out in clause 17.6, neither party will have any obligation to commencework in connection with any Change until the relevant Change Control Note isagreed by the parties in writing.

 

17.8         If anyChange results in a Project the parties will prepare and agree a Project WorkPackage in respect of that Project in accordance with clause 7.

 

**18.**          REGULATORYCHANGE

 

If aRegulatory Change is specific to the provision of services that are the same orsimilar to the Operational Services then the Client shall be responsible forthe cost of compliance for that Regulatory Change. It is agreed that RegulatoryChange as used in this Clause 18 does not refer to changes to the ServiceProvider’s costs of employment of staff, maintaining its infrastructure andtaxes.

 

**19.**          RECORDS

 

19.1         ServiceProvider will keep during the term of this agreement and for a period of 3years from the date of termination or expiry of this agreement relevant recordsof the Services and of the performance of its obligations under this agreement(“Records”).

 

19.2         Clientshall have the right to inspect, upon reasonable prior notice, the Records atClient’s expense.  Service Providershall permit Client or an independent third party access to Records to reviewand verify the Service Level Performance by Service Provider.

 

19.3         ServiceProvider shall permit Client access to the Service Provider’s premises fromwhich the Services are performed (the “Centre”) in order to review the Centre’scontrols, processes and procedures as are deemed necessary to review and assessthe integrity of such controls as may be required in the reasonable discretionof Client to comply with or determine Client’s obligations under regulations,laws, governmental orders and judicial decrees, including the Sarbanes-OxleyAct and Data Protection Legislation. Such review will include but not be limited to assessment the ability toaccess the Centre without authorization and the protection of Client Data.Service Provider shall use reasonable endeavours to offer Client assistancewith this review.

 

**20.**          CONFIDENTIALITY

 

20.1         Allinformation, whether commercial, financial, technical or otherwise, relating tothe business, affairs or methods which is contained in or discernible from anyform whatsoever (including, without limitation, data, drawings, film, documentsand computer readable media and Client Data in the case of the Client) of oneparty (**DisclosingParty**) or of its Affiliates or any person associated with thatparty, given in respect of this agreement to the other party of any of itsAffiliates (**Recipient**) or otherwise obtained by the Recipient (except forinformation which is in or enters the public domain other than by breach ofthis clause 20, or is received from a Third Party which is not under anyconfidentiality obligation to the Disclosing Party, or is independentlydeveloped by one party without use of the other party’s confidential information)and which is marked or designated as confidential or which it is reasonable toassume is confidential (**Confidential**

 

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**Information**) will,subject to clauses 20.2 and 20.3, be treated by the Recipient as confidentialby applying the standard of care used by the Recipient for its own confidentialinformation which in no event shall be less than reasonable care and must notbe used other than for the benefit of the Disclosing Party nor disclosed to ThirdParties without the prior written consent of the Disclosing Party. ServiceProvider’s Confidential Information excludes Operational Deliverables andProject Deliverables and any information prepared by Service Provider for theClient in the performance of the Services.

 

20.2         TheRecipient may disclose Confidential Information on a “need to know” basis to:

 

(a)           anylegal adviser(s) and statutory auditor(s) which it has engaged for itself;

 

(b)           anyAffiliate of the Recipient, or any director, officer or employee of theRecipient, provided that, in each case, the Recipient must first advise thatperson of the Recipient’s obligation to keep the Confidential Informationconfidential and ensure that that person is bound by obligations of confidencein respect of the Confidential Information no less onerous than those containedin this clause 20; and

 

(c)           wherethe Recipient is Service Provider, any of the Subcontractors who has enteredinto a confidentiality agreement with the Recipient in respect of the ConfidentialInformation on substantially the same terms as those contained in this clause20.

 

20.3         TheConfidential Information of the Disclosing Party may be disclosed by theRecipient to the extent required by law or any regulatory authority, providedthat the Recipient has given the Disclosing Party prompt written notice of therequirement to disclose and where possible given the Disclosing Party areasonable opportunity to prevent the disclosure through appropriate legalmeans.

 

20.4         Eachparty will ensure the compliance by its employees, agents and contractors(which, in the case of Service Provider, includes procuring the same from theSubcontractors) with the obligations of confidence assumed by that party inrelation to the other party.

 

20.5         Eachparty acknowledges that the other party’s Affiliates may enforce theobligations of confidence contained in this clause 20.

 

20.6         Inconducting the Operational Services, Service Provider will procure that alldata or reports, whether embodied in tangible or electronic form, will belabeled and legended as confidential to Client.

 

**21.**          KEY PERSONNEL

 

21.1         ServiceProvider will use reasonable endeavours to ensure that each of the ServiceProvider Key Personnel is committed to the provision of the Services, to theextent reasonably necessary to fulfil that individual’s role in

 

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the provisionof the Services, for the period specified against that individual’s name inSchedule 8.

 

21.2         ServiceProvider will only change Service Provider Key Personnel:

 

(a)           foradverse performance or disciplinary or career development reasons; or

 

(b)           as aresult of illness or resignation; or

 

(c)           if theServices which they are performing are complete; or

 

(d)           whereClient consents to the change, which consent must not be unreasonably withheldor delayed; or

 

(e)           afterexpiry of the relevant period specified in Schedule 8.

 

21.3         Prior tothe replacement of any Service Provider Key Personnel by Service Provider orany of the Service Provider Key Personnel ceasing to be involved in theprovision of the Services, Service Provider will notify Client of that fact andwill consult with Client in relation to the selection of any replacement.  Service Provider will take reasonableconsideration of Client’s views.

 

**22.**          NON-SOLICITATION

** **

22.1         Neitherparty will, without the prior written consent of the other party, directlyinduce or attempt to induce from the employment of the other party, or offeremployment to, any person employed in the provision or the receipt and/oradministration of the Services while that person is so employed and for aperiod of six (6) months after the date on which that person ceased to be soemployed in connection with the Services.

 

22.2         Clause22.1 will not apply to restrict either party from employing (or offering toemploy) any employee of the other party who has responded to generalrecruitment advertising.

 

22.3         For thepurpose of this clause 22 a **person employed** by Service Providerincludes any employee of Service Provider’s Affiliates and a person employed byClient includes any employee of the Client Group.

 

**23.**          INTELLECTUALPROPERTY

 

23.1         AllIntellectual Property Rights belonging to a party prior to signing of thisagreement will remain vested in that party.

 

23.2         ServiceProvider retains all Intellectual Property Rights in the Service ProviderSoftware and the Service Provider Tools and Methodologies.  Service Provider grants, and will procurethat the Subcontractors grant, to Client a royalty-free, non-exclusive, non-transferableand irrevocable licence to Use the Service Provider Software and the ServiceProvider Tools and Methodologies to the extent necessary in order to receivethe Services or use the Non-Project Deliverables and the Project Deliverables.

 

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23.3         Asbetween Client and Service Provider, Service Provider will own all IntellectualProperty Rights in the Operational Deliverables and the ProjectDeliverables.  Service Provider grantsto Client, a royalty-free, non-exclusive, non-transferable and irrevocablelicence to Use the Operational Deliverables and the Project Deliverables to theextent necessary in order to receive the Services or Replacement Services.  Notwithstanding anything in this clause 23.3to the contrary, Service Provider shall not own any Intellectual PropertyRights in any Confidential Information disclosed by Client in the creation ofany Operational Deliverable or Project Deliverables. Notwithstanding anythingherein to the contrary, Service Provider shall not own any IntellectualProperty Rights in any reports prepared by Service Provider that are comprisedof information provided by Client.

 

23.4         Clientgrants to Service Provider a royalty-free, non-exclusive, non-transferable andirrevocable licence to use (including the right to sub-license the use thereofto Service Provider Affiliates) the Retained Intellectual Property for the solepurpose of providing the Services during the term of this Agreement; providedthat Service Provider agrees to adhere to the provisions of the licenses ofthird party software provided as Assets hereunder as set forth onSchedule 3.

 

23.5         Clientretains all Intellectual Property Rights in the Client Data.  Service Provider assigns all IntellectualProperty Rights in the Client Data which may arise in the future and vest inService Provider, to Client.  ServiceProvider will execute, and will procure that the Subcontractors execute, suchdocuments and do such things as are reasonably necessary to give effect to thisclause 23.5.  Client grants to ServiceProvider, a royalty-free, non-exclusive, non-transferable licence to use(including the right to sub-license the use thereof to Service ProviderAffiliates) the Client Data for the purposes of providing the Services duringthe term of this agreement.

 

23.6         Subjectto clause 20, nothing in this agreement will preclude Service Provider and/orthe Subcontractors from developing for itself, or for Third Parties, materialswhich are competitive with those produced as a result of the Services,irrespective of their similarity to materials which may be delivered to Clientunder this agreement.  Furthermore, theparties agree that subject to clause 20 Service Provider and the Subcontractorswill be free to use its general knowledge, skills and experience and any ideas,concepts, know-how, methodologies and techniques related to the scope of thisagreement, the Services, any Operational Deliverables or any ProjectDeliverables.

 

**24.**          USE OF CLIENTDATA

 

24.1         ServiceProvider will not delete or remove any copyright or database right noticescontained within or relating to the Client Data.

 

24.2         ServiceProvider may not store, copy, disclose or use the Client Data except asexpressly authorised by Client and necessary for the performance by ServiceProvider of its obligations under this agreement or any Project Work Package.

 

24.3         If, atany time and from time to time, through the provision of the Services, ServiceProvider is deemed by virtue of the Copyright and Rights in DatabasesRegulations 1997 or similar legislation under the applicable laws

 

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*******CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILEDSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENTHAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.*******

 

of the CzechRepublic to be the first owner of the database right in any of the Client Data,Service Provider will, at Client’s expense, promptly assign all IntellectualProperty Rights in that Client Data to Client.

 

24.4         Inperforming its obligations under this agreement, Service Provider and Clientwill comply with the Data Protection Legislation and any notifications orregistrations made by Client under that legislation. Service Provider alsoagrees to adhere to the processing requirements set forth in Schedule 11.

 

24.5         ServiceProvider may use and disclose Client Data for purposes connected with thisagreement and the provision of the Services to Client and the Client Group.  Client acknowledges and agrees that ServiceProvider may for these purposes transfer Client Data to any country within theEuropean****EconomicArea (EEA) and to the Czech Republic (or any country deemed adequate by theCommission pursuant to Article 25(6) Directive 95/46/EC).

 

24.6         Exceptas set forth in Schedule 11, the parties agree that, in processingPersonnel Data, Client retains the position of Data Controller and ServiceProvider will process Personal Data in accordance with Client’s instructions.Client will indemnify Service Provider against any Losses incurred by ServiceProvider as a result of any claim or action against Service Provider in respectof the processing of Personal Data in accordance with Client’s instructions.

 

**25.**          INTELLECTUALPROPERTY INDEMNITY

 

25.1         Subject to clauses 25.2, 25.4 and 25.5, Service Provider undertakes toindemnify defend and hold Client harmless from and against any claim or actionthat the use or possession of any Operational Deliverables, any ProjectDeliverables, the Service Provider Software or the Service Provider Tools andMethodologies or the receipt of any Services or any other materials madeavailable by Service Provider and/or the Subcontractors to Client (ServiceProvider Supplied Materials), or any part of them, infringes (a) in the case ofthe Service Provider Supplied Materials existing as at the Commencement Date,{*****} in relation to which Services are being provided of any person and (b)in the case of Service Provider Supplied Materials created during the term ofthis agreement, {*****} in relation to which Services are being provided of anyperson (each a Service Provider IPR Claim) and will indemnify and keepindemnified Client from and against any Losses finally awarded against Clientor agreed by Service Provider in final settlement as a result of, or inconnection with, that Service Provider IPR Claim.

 

25.2         Clientagrees that:

 

(a)           itwill, as soon as reasonably practicable, notify Service Provider in writing ofany Service Provider IPR Claim of which it has notice;

 

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(b)           itwill not make any admission as to liability in relation to, or agree to anysettlement of or compromise, that Service Provider IPR Claim without the priorwritten consent of Service Provider which must not be unreasonably withheld ordelayed; and

 

(c)           ServiceProvider will, at Service Provider’s request and expense, be entitled toconduct all negotiations and litigation, and settle all litigation, arisingfrom any Service Provider IPR Claim and Client will give Service Provider allreasonable assistance in connection with those negotiations and litigation.

 

25.3         If anyService Provider IPR Claim is made, or in Service Provider’s reasonable opinionis likely to be made against Client, Service Provider will promptly and at itscost either:

 

(a)           ensurethat Client has and, to the extent required to be used by Service Provider forthe purpose of providing the Services, Service Provider and the Subcontractorshave, the right to continue using and possessing the Service Provider SuppliedMaterials and Client has the right to continue receiving the Services; or

 

(b)           modifyor replace the infringing part of the Service Provider Supplied Materials orthe Services so as to avoid the infringement or alleged infringement.

 

25.4         Theundertaking and indemnity given under clause 25.1 does not apply to the extent that anyinfringement has arisen directly from:

 

(a)           anymodifications of the Service Provider Supplied Materials and/or the Servicesmade by Client without Service Provider’s consent or authorisation; or

 

(b)           theuse of the Service Provider Supplied Materials in combination with any othermaterials, software, equipment or systems not supplied or approved by ServiceProvider and in a manner not contemplated by this agreement or the relevantProject Work Package; or

 

(c)           Client’sfailure to use any corrections or enhancements of the Service Provider SuppliedMaterials and/or the Services that are made available to Client by Service Providerwithin ninety (90) days after receipt thereof provided that Service Providerinformed Client that the corrections or enhancements were required in order toavoid the infringement of any third party Intellectual Property rights; or

 

(d)           Client’sdistribution, marketing or use of the Service Provider Supplied Materialsand/or the Services to Third Parties other than Client’s Affiliates.

 

25.5         Theundertaking and indemnity under clause 25.1 does not apply to any Third PartySoftware or other materials from any Third Party (including any hardware,software or other infrastructure supplied to Client as set forth onSchedule 3) made available to Client or used or supplied by ServiceProvider

 

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and/or the Subcontractorsin the performance of the Services. Service Provider will, and will procure that the Subcontractors will, tothe extent legally possible, enforce any intellectual property indemnity inrespect of that Third Party Software or those Third Party materials where thereis a claim of any infringement.  For theavoidance of doubt, nothing in this clause 25.5 shall excuse the ServiceProvider from its obligations at clause 6 to continue to provide the OperationalServices to the Client and the Client Group.

 

25.6         Subjectto clause 25.7 and 25.9 Client undertakes to indemnify defend and hold ServiceProvider harmless from and against any claim or action that the use orpossession of any materials (including the Retained Intellectual Property) madeavailable by Client to Service Provider (**Client Supplied Materials**) infringes (a) inthe case of Client Supplied Materials existing as at the Commencement Date, therights of any Intellectual Property rights, including but not limited tocopyright or database rights or trade marks or patents in any jurisdiction inrelation to which Services are being provided of any person and (b) in the caseof Client Supplied Materials created during the term of this agreement, therights of any Intellectual Property rights, including but not limited tocopyright or database rights or trade marks in any jurisdiction in relation towhich Services are being provided of any person (each a **Client IPR Claim**) and willindemnify and keep indemnified Service Provider from and against any Lossesfinally  awarded against ServiceProvider or agreed by Client in final settlement as a result of, or inconnection with, that Client IPR Claim.

 

25.7         ServiceProvider agrees that:

 

(a)           itwill, as soon as reasonably practicable, notify Client in writing of any ClientIPR Claim of which it has notice; and

 

(b)           itwill not make any admission as to liability in relation to, or agree to anysettlement of or compromise, that Client IPR Claim without the prior writtenconsent of Client which must not be unreasonably withheld or delayed; and

 

(c)           Clientwill at Client’s request and expense, be entitled to conduct all negotiationsand litigation, and settle all litigation, arising from any Client IPR Claimand Service Provider will give Client all reasonable assistance in connectionwith those negotiations and litigation.

 

25.8         If anyClient IPR Claim is made, or in Client’s reasonable opinion is likely to bemade against Service Provider, Client will promptly and at its cost either:

 

(a)           ensurethat, to the extent required to be used by it, Service Provider has the rightto continue using and possessing the Client Supplied Materials; or

 

(b)           modifyor replace the infringing part of the Client Supplied Materials so as to avoidthe infringement or alleged infringement.

 

25.9         Theundertaking and indemnity given under clause 25.6 will not apply to the extentthat any infringement has arisen directly from:

 

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(a)           anymodifications of the Client Supplied Materials made by Service Provider exceptwhere Client has directed those modifications are to be made or they areotherwise made in accordance with this agreement; or

 

(b)           theuse of the Client Supplied Materials in combination with any other materials,software, equipment or systems not supplied or approved by Client or in amanner not contemplated by this agreement or the relevant Project Work Package;or

 

(c)           ServiceProvider’s distribution, marketing or use of the Client Supplied Materials tothird parties other than Service Provider Affiliates and subcontractors otherthan in connection with the provision of services to Client and Client’sAffiliates.

 

25.10       Theundertakings in this clause 25 are the sole and exclusive remedies of eitherparty in relation to the infringement of the Intellectual Property Rights ofany Third Party.

 

**26.**          REPRESENTATIONSAND WARRANTIES

** **

26.1         Eachparty represents and warrants that:

 

(a)           it hasthe capacity and authority to enter into and to perform this agreement;

 

(b)           it hasnot entered into any agreement which would prevent it from entering into thisagreement and that this agreement has been executed by a duly authorisedrepresentative of that party;

 

(c)           thereare no actions, suits or proceedings pending or, to that party’s knowledge,threatened against or affecting that party before any court or administrativebody or arbitral tribunal that might affect the ability of that party to meetand carry out its obligations under this agreement;

 

(d)           onceduly signed this agreement will constitute its legal, valid and bindingobligations;

 

andService Provider represents and warrants that:

 

(e)            theServices will be rendered in a professional and workmanlike manner and will befit for the purpose described in Schedule 1.

 

26.2         Withrespect to all Third-Party products and services purchased by Service Providerfor Client in connection with the provision of the Services, Service Providershall pass through or assign to Client the rights Service Provider obtains fromthe manufacturer(s) and/or supplier(s) of such products and services (includingwarranty and indemnification rights), all to the extent that such rights areassignable.  If pass-through warrantiesand indemnities reasonably acceptable to Client are not available from amanufacturer(s) and/or supplier(s) whose services or products are dedicated toClient, or that are not provided in a shared environment, then Service Providerwill discuss the matter with Client prior to engaging the particularmanufacturer(s) and/or

 

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supplier(s),and the parties will mutually determine to either accept the terms availablefrom such  manufacturer(s) and/orsupplier(s), in which case Service Provider will enforce the applicablewarranty or indemnity on behalf of Client as provided below, or deal withanother manufacturer(s) and/or supplier(s) of comparable products or servicesthat will provide warranties and indemnities reasonably acceptable**toClient.  In the event of a Third-Partysoftware or hardware nonconformance, Service Provider will coordinate with, andbe the point of contact for resolution of the problem through, the applicablemanufacturer(s) and/or supplier(s) and, upon becoming aware of a problem, willnotify such manufacturer(s) and/or supplier(s) and will use commerciallyreasonable efforts to cause such manufacturer(s) and/or supplier(s) to promptlyrepair or replace the nonconforming item in accordance with suchmanufacturer(s) and/or supplier(s)’ warranty. If any warranties or indemnities may not be passed through, ServiceProvider shall, upon the request of Client, take commercially reasonable actionto enforce any applicable warranty or indemnity that is enforceable by ServiceProvider in its own name.  However,Service Provider will have no obligation to resort to litigation or otherformal dispute resolution procedures to enforce any such warranty or indemnity.

 

26.3         Exceptas may be set forth in any Schedule, the express obligations and warrantiesmade by the Service Provider in this agreement and any Project Work Package arein place of and to the exclusion (to the fullest extent permitted by law) ofany other warranty, representation, condition, term or undertaking of any kind,express or implied, statutory or otherwise, including (without limitation) asto the condition, performance, fitness for purpose or satisfactory quality ofthe Services or any Projects or any part of them.

 

**PART E - LIABILITY**

 

**27.**          FORCE MAJEURE

** **

27.1         Neitherparty will be liable to the other for any delay or non-performance of itsobligations under this agreement to the extent to which such delay ornon-performance arises from any event (including, without limitation, any actor omission of any Third Party) beyond its (or its contractor’s orSubcontractor’s or Affiliate’s) reasonable control which could not reasonablybe planned for or avoided including but not limited to:

 

(a)           act ofGod, governmental intervention, war, fire, flood, explosion, civil commotion,armed hostilities, act of terrorism, revolution (including in another country);or

 

(b)           blockade,embargo, strike, lock-out, sit-in, industrial or trade dispute to the extent towhich those things do not involve employees of the party (or its contractor’sor Subcontractor’s or Affiliate’s) claiming relief; or

 

(c)           adverseweather or disease; or

 

(d)           act orintervention of a competent judicial or regulatory authority; or

 

(e)           failurein the public supply of electrical power or public telecommunicationsequipment.

 

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(each a **ForceMajeure Event**).

 

27.2         A partywhose performance is affected by a Force Majeure Event (**Affected Party**) will:

 

(a)           promptlynotify the other party in writing of the Force Majeure Event and the cause andthe likely duration of any consequential delay or non-performance of theAffected Party’s obligations; and

 

(b)           usereasonable endeavours to avoid or mitigate the effect of such event on theother party and the performance of the Affected Party’s obligations and resumefull performance of the Affected Party’s obligations as soon as reasonablypossible.

 

27.3         Subjectto clause 27.4, if the Affected Party has met the conditions in clause 27.2,its performance of any affected obligation under this agreement will besuspended for the period that the Force Majeure Event continues and theAffected Party will have an extension of time for performance equal to theperiod of delay or failure, but the Affected Party will continue to perform allother obligations that are not prevented by the Force Majeure Event.

 

#### 27.4         If any Force Majeure Eventunder clause 27.1 substantially prevents, hinders or delays performance of (i)the Services necessary for the performance of functions reasonably identifiedby the Client as critical for more than 20 days or (ii) any Services for morethan 60 days Client may terminate this agreement without liability to ServiceProvider for termination (other than liability to pay amounts in respect ofServices already provided) as of a date specified by Client in a written noticeof termination to Service Provider.

####  

27.5         Clientwill not be required to pay for any Services not performed during the periodthat a Force Majeure Event continues to the extent the period exceeds thirty(30) days.

 

**28.**          LIMITATIONS OF LIABILITY AND EXCUSE

** **

28.1         Neitherparty excludes or limits liability to the other party for:

 

(a)           deathor personal injury caused by its negligence or that of its employees, agents orsubcontractors (as applicable); or

 

(b)           anybreach of the warranties or conditions implied by section 12 Sale of GoodsAct 1979 or section 2 of the Supply of Goods and Services Act 1982; or

 

(c)           itsown fraud; or

 

(d)           liabilityto pay Charges.

 

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*******CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILEDSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENTHAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.*******

 

28.2         Subjectto clause 28.1, {*****}, the total aggregate liability of Service Provider andits Affiliates, whether arising from negligence, breach of contract orotherwise under or in connection with this agreement will not in respect of anysingle event or series of connected events exceed an amount equivalent to US${*****} during the Transition Period or US${*****} in any Contract Year duringthe term of this Agreement for the following Losses:

 

(a)   Losses resultingfrom claims of {*****} and further provided that:

 

(i)            Themaximum amount the Client may claim {*****} is US$ {*****}; and

 

(ii)           {*****}are resumed as soon as commerciallypossible upon the correction of the error by Service Provider, assuming{*****};

 

(iii)          Client was not aware that ServiceProvider’s failure to properly {*****} was incorrect at the time of the{*****};

 

(iv)          Client has complied will all of itsobligations under this agreement to the extent that such obligations would haveenabled Service Provider to properly {*****}; and

 

(iv)          any suspension of the {*****}.

 

*(b)*       Losses resulting fromclaims of {*****}the provision of its services to the Client provided that:

* *

(i)            Themaximum amount the Client may claim {*****} is US$ {*****}; and

 

(ii)           ServiceProvider is provided notice of {*****} or is immediately notified in writing byClient of any notice received from {*****} of the suspension and/or terminationof the {*****} for {*****};

 

(iii)          Clienthas complied will all of its obligations under this agreement to the extentthat such obligations would have enabled Service Provider to properly arrangefor the {*****} when due to the {*****}; and

 

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*******CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILEDSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENTHAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.*******

 

(iv)          anysuspension of services by the {*****} is (a) strictly in accordance with theterms and conditions of the existing contract in place between the Client and{*****} or to the extent there is no written agreement then {*****}; and (b) ifpermitted by {*****} immediately upon correction of the error by ServiceProvider.

 

(c)           Losses incurred by Clientrelating to the {*****} to the extent resulting from {*****} provided that:

 

(i)            Clienthas complied with all of its obligations under this agreement affecting ServiceProvider’s ability to {*****} and has notified Service Provider of any {*****}received from Service Provider as soon as it has is aware or should reasonablehave become aware of the {*****}; and

 

(ii)           therecovery of Losses subject to the limitations under the clause 28.2 is the soleand exclusive remedy of the Client as a result of incorrect or delayedinformation supplied by Service Provider.

 

The minimumclaim that can be made pursuant to this clause 28.2 in any {*****} month periodis US${*****}.  Any liability arisingunder this clause 28.2 must relate to the Service provided by Service Provideras of the Go-Live Date for each Affiliate until the termination of this agreement.

 

For thepurposes of this clause 28.2,

 

(i)            *“Client”* shall refer to Client or any Affiliate ofClient;

(ii)           *“*{*****}*”* means a third party who has entered into a {*****} with Client for the provision of {*****};

(iii)          *“*{*****}*”* means an agreement entered into between a {*****}and Client for the provision of {*****};

(iv)          *“*{*****}*Services”* means the services provided by Client to {*****};

(v)           *“*{*****}*”* means {*****} byClient under a {*****}, which will becalculated by reference to the remaining term of the {*****}, notto exceed {*****};

(vi)          *“*{*****}*”* means a {*****}required to be {*****}, including butnot limited to, by way of example only, {*****};

(vii)         *“*{*****}*”* means services provided by {*****} to Client; and

*(viii)**      **“*{*****}*”* means a third party who supplies services to Client enabling the Clientto provide {*****}.

 

28.3         Subjectto clauses 28.1 and 28.2, the total aggregate liability of either party and itsAffiliates for Losses incurred by the other party, whether arising fromnegligence, breach of contract or otherwise under or in connection with thisagreement  (a) during any Contract Yearin respect of any single event or series of connected events will not exceed,in aggregate, an amount equivalent to {*****} and (b) during the Transition Period,in respect of any single event or series of connected events will not exceed,in aggregate, an amount equivalent to the {*****}; provided however that anyliability incurred by Service Provider under clause 28.2 shall be exclusive toService Provider’s obligations arising under this clause 28.3.

 

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*******CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILEDSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENTHAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.*******

 

28.4         Thetotal aggregate liability of Service Provider under clauses 28.2 and 28.3 shallnot exceed US${*****} in any twelve month period.

 

28.5         Anyamount paid or payable by Client to Service Provider under this agreement byway of reimbursement of expenses, or any interest on them will not counttowards any calculation of total liability.

 

28.6         Subjectto clauses 28.1 and 28.2, neither party will be liable to the other party for:

 

(a)           lossof profits, business, revenue, goodwill, expended management time oranticipated savings;

 

(b)           Lossesarising from one party terminating the employment relationship with any of itsemployees except as set forth in Schedule 10; and/or

 

(c)           indirector consequential loss or damage.

 

28.7         Withoutlimiting clause 28.6 but subject to clauses 28.1, Service Provider will not beliable to Client for any loss or damage to the extent arising from or as aresult of any of the following circumstances due to the acts or omissions ofClient or its employees, agents, customers, suppliers, contractors (other thanService Provider) and subcontractors: or

 

(a)           errorsin the coding of information provided by or on behalf of Client;

 

(b)           illegibledata or information in source documents provided by or on behalf of Client; or

 

(c)           thelate delivery or non-delivery of data; or

 

(d)           datasupplied that is incorrect, out-of-date, out of specified sequence, in thewrong form or at variance with the relevant specifications; or

 

(e)           errorsin operating instructions supplied by or on behalf of Client; or

 

(f)            computermedia that are faulty, damaged, or incorrectly prepared at the time of supplyto Service Provider; or

 

(g)           afailure to comply with any operating documentation or other reasonableinstructions of Service Provider in relation to the Services.

 

provided thatnothing in this clause 28.7 will relieve Service Provider of any liability fornegligently failing to advise in a timely manner an appropriate representativeof Client of the occurrence of any event described in this clause 28.7.

 

ServiceProvider will, in addition to the Charges, be entitled to charge Client at itsapplicable rates for any work that arises from any of these errors or defects,including rework necessitated by inaccurate, incomplete or out of date ClientData or erroneous or incomplete instructions supplied by or on behalf ofClient, where such work is necessary to enable Service Provider to supply theServices in accordance with this agreement; and where resources are availableService Provider shall use resources currently dedicated to Client to performsuch work

 

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unless suchresources cannot perform such work or rework in a timely fashion.Notwithstanding the foregoing, if information provided by Client was the resultof any work provided by the Service Provider, either pursuant to a Project WorkPackage or otherwise, then Client shall not be deemed presumptively liable forany additional work that may arise due to the errors and defects referred toabove. In this clause 0 applicablerates means rates agreed between Service Provider and Client or, if nonehave been agreed, rates that are competitive for similar work supplied tocorporations similar to Client in the same industry as Client and asappropriate to the rates charged in the location where the Services areperformed.

 

28.8         Neitherparty may assert a claim or commence proceedings (other than a claim orproceedings relating to the death of or injury to any person) against the otherparty in connection with this agreement more than 3 years after the time atwhich the claiming party first became aware or ought reasonably to have becomeaware of the facts or other circumstances that gave rise to the claim orproceedings.

 

28.9         Theparties agree that if any exclusion, limitation or provision contained orexpressly referred to in this clause 28 is held to be invalid under anyapplicable statute or rule of law it will to that extent be deemed omitted.

 

28.10       Nothing inthis clause 28 will be taken as in any way reducing or affecting a general dutyto mitigate loss suffered by a party.

 

28.11       Theparties agree that they have negotiated this clause 28 and it represents a fairand equitable position in relation to risk, reward and pricing having regard toall relevant factors, including the nature of the Services, the negotiatedCharges.

 

28.12       Withoutlimiting any other provision of this clause 28, Service Provider will not be inbreach of any of its obligations under this agreement to the extent that thebreach is as a result of any of the following actions or events, but only tothe extent that if Service Provider is aware or reasonably should have beenaware of the actions or events, Service Provider has brought the action orevent to the attention of a responsible person in Client’s organisation:

 

(a)           Client’sfailure to perform its obligations under this agreement (including the ClientResponsibilities); or

 

(b)           anychanges, modifications, updates or enhancements made to the OperationalServices or System other than by, or with the written approval of, ServiceProvider in accordance with Change Control; or

 

(c)           anyinaccuracy, delay, interruption or error caused by any interface of Client or aThird Party with the Operational Services or System unless those interfaces areapproved by  Service Provider; or

 

(d)           a Restraining Event; or

 

(e)           any ofthe information or assumptions contained in Schedule 6 being materiallyincorrect; or

 

(f)            anysecurity investigation under clause 14.3.

 

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If ServiceProvider incurs additional costs in performing the Operational Services in anyof the circumstances described in clauses 28.12, Service Provider will beentitled to raise a Change Request, which shall be reviewed in accordance withclause 17; provided however that where resources are available Service Providershall use resources currently dedicated to Client to perform such work unlesssuch resources cannot perform such work or rework in a timely fashion.

 

28.13       Theexclusions and limitations of liability under this clause 28 will operate tothe benefit of Subcontractors and Affiliates of the parties under thisagreement to the same extent that such provisions operate to the benefit of theparties.  Any limitations of liabilityunder this agreement will be computed for Service Provider and Subcontractorsin the aggregate. Subcontractors and Affiliates of the parties may enforce theterms of this clause 28.13 under the Contracts (Rights of Third Parties) Act1999.

 

**PART F - TERMINATION**

 

**29.**          TERMINATION

** **

29.1         Eitherparty will have the right, without prejudice to its other rights or remedies,to terminate this agreement immediately by written notice to the other party,if the other party becomes insolvent or an order is made or a resolution passedfor the liquidation, administration, winding-up of dissolution of the otherparty (otherwise than for the purposes of a solvent amalgamation orreconstruction) or an administrative or other receiver, manager, trustee,liquidator, administrator, or similar officer is appointed over all or anysubstantial part of the assets of the other party or the other party entersinto or proposes any composition or arrangement with its creditors generally oranything similar to the foregoing occurs in any applicable jurisdiction.

 

29.2         ServiceProvider will have the right, without prejudice to its other rights orremedies, to terminate this agreement immediately by written notice to Clientif Client fails to pay undisputed Charges owing to Service Provider inaccordance with clause 9 within 14 days after receipt of written notice whichrefers to this clause 29.2 and requiring it to pay such Charges after the duedate for payment (or, if later, 30 days after the date on which payment wasfirst due).

 

29.3         In thecircumstances described in clause 29.2, Service Provider may, in itsdiscretion, suspend the provision of the Services until such time as paymenthas been made.

 

29.4         ServiceProvider will have no liability under this agreement as a result of terminationin accordance with clause 29.2 or suspension of the Services in accordance withclause 29.3.

 

29.5         Eitherparty will have the right, without prejudice to its other rights or remedies,to terminate this agreement immediately by written notice to the other partywhere the other party is in material breach of this agreement (being a singleevent or a series of events which are together a material breach) and eithersuch breach is not capable of remedy or, if the breach is capable of remedy,the other party has failed to remedy the breach within 30

 

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days afterreceiving written notice requiring it to do so.  The 30 day period will be extended by another 30 days if thefirst party is reasonably satisfied that the other party has taken reasonablesteps to remedy the breach and the first party reasonably believes the breachwill be remedied in a further 30 day period. The rights enumerated under clause 29.4 shall be withoutprejudice to the rights of the parties under law to seek recoupment or recoveryagainst the other party for Losses incurred by the party resulting from thebreach or non-performance of this agreement or any provision under thisagreement whether such breach or non-performance is deemed material or not.

 

29.6         Eitherparty will have the right to terminate this agreement for convenience on givingthe other party not less than 12 months’ written notice in the case of theService Provider and not less than 3 months’ written notice in the case of theClient provided that the written notice of termination will not expire duringthe Initial Term.

 

29.7         ServiceProvider will have the right, without prejudice to its other rights orremedies, to terminate this agreement upon not less than 12 months’ writtennotice to Client if the average number of full time equivalent employees (FTEs)utilised in performing the Services during a Contract Year is less than 50% ofthe Agreed Number as referred to in Schedule 5.

 

29.8         Clientwill have the right to terminate this agreement for convenience on giving theother party not less than 3 months’ written notice during the Initial Termsubject to the Termination Charges set forth in Schedule 5.

 

**30.**          EXIT PLAN AND CONSEQUENCES OF TERMINATION

** **

30.1         ServiceProvider will, during the Transition Period, produce an Exit Plan based on theprinciples set out in Schedule 9 for the orderly transition of Servicesfrom Service Provider to Client or any Replacement Supplier in the event ofexpiration or termination of this agreement for any reason.  Within 30 days after the submission of thatExit Plan, the parties will meet and use their respective reasonable endeavoursto agree the contents of that Exit Plan, based on the principles set out inSchedule 9.  Service Provider will updatethe Exit Plan to reflect changes in the Services at the commencement of thesecond Contract Year and once every year after that date (or at such otherfrequency as may be agreed between Service Provider and Client).  In each case Service Provider will submitthe revised Exit Plan to Client for review. Within 30 days after the submission of the revised Exit Plan, theparties must meet and use their respective reasonable endeavours to agree thecontents of that revised Exit Plan, based on the principles set out inSchedule 9 and the changes that have occurred in the Services since theExit Plan was last agreed.

 

30.2         Anytermination of this agreement will not affect any accrued rights or liabilitiesof either party nor will it affect the coming into force or continuation inforce of any other clauses and provisions of the agreement which are expresslyor by implication intended to come into force or continue in force on or afterthat termination.

 

30.3         Followingnotice of termination of this agreement, Service Provider will at the requestof Client continue to provide, or procure that the Subcontractors continue toprovide the Services (as applicable) and will provide the

 

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TerminationAssistance for the Termination Period or such shorter period as Client mayrequire.  During the Termination PeriodClient will continue to pay the Charges to Service Provider in accordance withSchedule 5.

 

30.4         Wherenotice to terminate is given under clause 27.4 or 29.1 or 29.2 or 29.4 or 29.5,the Termination Period will commence with effect from the date of issue of thatnotice provided that Service Provider will not be required to provide theServices or the Termination Assistance unless and until Client has paid to ServiceProvider (i) all Charges and other amounts owing to Service Provider by Clientunder this agreement minus any set-off in accordance with clause 9.6, and (ii)all Charges for Operational Services provided as of the date of the notice oftermination.

 

30.5         Within14 days after service of notice of termination by either party, ServiceProvider will submit an updated Exit Plan to Client for review andapproval.  The parties will use theirrespective reasonable endeavours to agree the contents of that plan (includingwhether or not Employment Regulations will apply on the award of a new contractto the Replacement Supplier or the transfer of the Services to Client), basedon the principles set out in Schedule 9. Until the agreement of the Exit Plan, Service Provider will provide theTermination Assistance in good faith to Client as set out in the previous ExitPlan to the extent applicable or in accordance with the principles set out inSchedule 9.

 

30.6         Wherethere is any dispute between the parties regarding, or failure to agree, themanner in which the services set out in Schedule 9 are to be performed orthe content of the Exit Plan, either party may on written notice to the other,refer that issue for resolution pursuant to the dispute resolution proceduresset out in Schedule 7.

 

30.7         Duringthe Termination Period, Service Provider will, in addition to providing theServices and the Termination Assistance, provide to Client any reasonableassistance requested by Client to allow the Services to continue withoutinterruption or adverse effect following the termination of this agreement andto facilitate the orderly transfer of responsibility for and conduct of theServices to Client, or a Replacement Supplier nominated by Client.  Any additional costs incurred by ServiceProvider in providing such reasonable assistance which is not already in thescope of the Termination Assistance or the Exit Plan will be the subject of aChange Request by Service Provider, which must not be unreasonably withheld ordelayed by Client. If Service Provider will incur additional costs the partieswill negotiate a Change Request at the rates set out in Schedule 5.

 

30.8         AllProjects underway at the time of termination or expiration of this agreementwill be reviewed on a case by case basis by the parties.  Either party will have the option toterminate the relevant Project Work Package by written notice to the otherparty with effect from the termination or expiration of this agreement.  Unless so terminated, the relevant ProjectWork Package will continue until terminated in accordance with its terms.

 

30.9         At thetime of termination or expiration of this agreement Service Provider shallpromptly return any Client Data.

 

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**PART G - MISCELLANEOUS**

 

**31.**          ANNOUNCEMENTS

 

31.1         Subjectto clauses 31.2 and 31.3, all media releases, public announcements or publicdisclosures relating to this agreement or its subject matter, including anypromotional material but excluding any announcement intended solely forinternal distribution or any disclosure required by law (including byaccounting or regulatory requirements) must be co-ordinated between, andapproved in writing by, the parties prior to release.

 

31.2         Theparties will agree a press release relating to this agreement promptlyfollowing the signing of this agreement.

 

31.3         Fromtime to time upon prior written approval by Client, Service Provider may referto Client as a reference site for other clients of Service Provider.

 

**32.**          ASSIGNMENTAND SUBCONTRACTORS

** **

32.1         Subjectto clauses 32.2, 32.3 and 32.4, neither party may assign, sub-license, transferor otherwise dispose of any of its rights, transfer or otherwise dispose of anyof its obligations under this agreement without the prior written consent ofthe other party which must not be unreasonably withheld or delayed.

 

32.2         ServiceProvider is entitled to assign this agreement to its successor in businessprovided that either:

 

(a)           thesuccessor is an “equivalent entity” to Service Provider, meaning that:

 

(i)            thesuccessor is equally able to perform Service Provider’s obligations under thisagreement, including obligations to pay any sums for which it may be liable toClient as a result of any breach or under any indemnity; and

 

(ii)           assignmentto the successor would not adversely affect Client’s ability to enjoy all ofits rights and remedies under this agreement (including rights to recover sumsunder any indemnity) or to enforce those rights and remedies; or

 

(b)           thesuccessor is not an equivalent entity to Service Provider, but Service Providerhas provided Client with evidence satisfactory to Client (acting reasonably)that the successor has in place (and has undertaken, for the benefit of Client,to maintain) insurance policies covering the performance of all of thesuccessor’s obligations and liabilities to Client under this agreement, untilsuch time (if any) that Client reasonably determines that the successor is anequivalent entity to Service Provider.

 

32.3         ServiceProvider is entitled to enter into agreements with Subcontractors, and willremain responsible to Client for the acts and omissions of those Subcontractorsas if they were the acts or omissions of Service Provider.

 

32.4         Clientis entitled to assign this agreement to a successor in interest provided thatthe successor is equally able to pay all of Client’s obligations arising

 

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hereunder,subject to the prior written consent of Service Provider which must not beunreasonably withheld or delayed.  TheClient shall remain liable for the obligations of its successor to the extentthe successor is unable to fulfil its obligations to Service Provider.

 

32.5         Clientwill grant to each Subcontractor all rights granted, and comply, as regardseach Subcontractor, with all obligations assumed, by Client under thisagreement to the extent necessary to enable the Subcontractor to provide theServices subcontracted to it.

 

32.6         For theassignment set forth in 32.2, Service Provider shall remain liable for theobligations of its successor during the then current Term to the extent thesuccessor is unable to fulfil its obligations to Client.

 

**33.**          NOTICES

** **

33.1         Anynotice or other document to be served under this agreement may be delivered orsent by registered post or fax to the party to be served as follows:

 
| (a)    | to  Service Provider at:                                           | (b)    | to  Client at:                                                                      |
|--------|--------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------|
|   | 60 Queen  Victoria Street  London  EC4N 4TW  Fax: +44 207 844 4444 |   | H. Walaart  Sacrestraat 401-403  1117 BM Schiphol  (SCHIPHOL OOST)  The Netherlands |
|   |                                                               |   |                                                                                |
|   | Marked for  the attention of:  Service Provider Client Partner     |   | Marked for  the attention of:  Legal Counsel                                        |
|   |                                                               |   |                                                                                |
|   | In the case of Service Provider:                                   |   | In the case of Client:                                                              |
|   |                                                               |   |                                                                                |
|   | *A  copy of the notice*                                            |   | *A  copy of the notice to go to:*                                                   |
|   | *to go  to:*                                                       |   |                                                                                |
|   | *General  Counsel*                                                 |   | *FAO:  Legal Counsel*                                                               |
|   | *Accenture  LLP*                                                   |   | *VIA  NET.WORKS*                                                                    |
|   | *1661  Page Mill Road*                                             |   | *Old  Bridge House*                                                                 |
|   | *Palo  Alto*                                                       |   | *40  Church Street*                                                                 |
|   | *CA  94304 USA*                                                    |   | *Staines,  Middlesex*                                                               |
|   |                                                               |   | *TW18  4EP*                                                                         |
|   |                                                               |   | tel:  +44 (0)1784 898958                                                            |
|   |                                                               |   | *fax:  +44 (0)1784 898849*                                                          |

* *

or at suchother address or facsimile number or to such other person as it may havenotified to the other party in accordance with this clause 33.1.  Any notice or other document sent by postmust be sent by prepaid first class post.

 

33.2         Inproving service of a notice or document it will be sufficient to prove thatdelivery was made or that the envelope containing the notice or document wasproperly addressed and posted as a prepaid first class or equivalent recordeddelivery letter or that the facsimile message was properly addressed anddespatched, as the case may be.

 

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**34.**          WHOLE AGREEMENT

 

34.1         Thisagreement contains the whole agreement between the parties relating to thetransactions contemplated by this agreement and supersedes all previousagreements, arrangements and understanding between the parties relating tothose transactions or that subject matter. No purchase order or other ordering document will add to or vary theterms of this agreement.  ServiceProvider will deal with any document of that kind for invoicing purposes only.

 

34.2         Subjectto clause 34.3, each party acknowledges that in entering into this agreement ithas not relied on any representation, warranty, collateral contract or otherassurance (except those set out or referred to in this agreement) made by or onbehalf of any other party before the signature of this agreement.  Each party waives all rights and remedieswhich, but for this clause 34.2, might otherwise be available to it in respectof any such representation, warranty, collateral contract or other assurance.

 

34.3         Nothingin clause 34.2 limits or excludes any liability for fraudulentmisrepresentation.

 

**35.**          DISPUTES

 

35.1         Anydispute arising under or in relation to this agreement (**Dispute**) will be promptlyreferred to the correct escalation process and bodies for resolution as set outin Schedule 7.

 

35.2         Eitherparty may commence legal proceedings in respect of any Disputes arising underclauses 20, 22, 23 without referring the Dispute to the dispute resolutionprocess set forth in Schedule 7, including in respect of urgentinterlocutory relief related thereto.

 

**36.**          GENERAL

** **

36.1         **Amendments**:  Any amendment or waiver ofthis agreement or any Project Work Package will not be binding on the partiesunless set out in writing, expressed to amend or waive this agreement, andsigned on behalf of each of the parties. No amendments or waivers to thisagreement shall be authorized by Client unless signed by its Vice President,President or CFO.

 

36.2         **Severability**:  If a provision of thisagreement or any Project Work Package is or becomes illegal, invalid orunenforceable that will not affect the legality, validity or enforceability ofany other provision of this agreement or any Project Work Package, thatprovision will be deemed to be modified to the extent necessary (in the court’sopinion) to render it enforceable, and the parties’ rights and obligations willbe construed accordingly.

 

36.3         **No partnership or agency**:  Nothing in this agreementor any Project Work Package will be deemed to constitute a partnership betweenthe parties, nor constitute either party the agent of the other party for anypurpose.

 

36.4         **Third Party Rights**:  No third party or otherperson who is not a party to this agreement or any Project Work Package mayenforce any of its terms under the Contracts (Rights of Third Parties) Act 1999except to the extent stated expressly to the contrary in this agreement.

 

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36.5         **Waivers**:  A waiver (whether expressor implied) by one of the parties of any of the provisions of this agreement orany Project Work Package or of any breach of or default by the other party inperforming any of those provisions will not constitute a continuing waiver andthat waiver will not prevent the waiving party from subsequently enforcing anyof the provisions of this agreement not waived or from acting on any subsequentbreach of or default by the other party under any of the provisions of this agreementor any Project Work Package.

 

36.6         **Further Assurance**:  Each party will executeall documents and do all other acts, which may be necessary to give full effectto its obligations under this agreement or any Project Work Package. Each partywill use all reasonable endeavours to consider the needs, concerns and views ofthe other party when making any decision as to the giving or withholding ofconsent or approval, or when exercising any other discretion under thisagreement.

 

36.7         **Costs**:  Except as provided in thisagreement, each party will pay its costs and expenses incurred by it inconnection with the entering into of this agreement or any Project WorkPackage.

 

36.8         **Authority**:  Except as provided inwriting or where expressly authorised in writing, neither party will have anyauthority to act or make representations on behalf of the other party andnothing will impose any liability on either party in respect of any liabilityincurred by the other party.

 

36.9         **Provision of similar services**:  Nothing in this agreementprohibits Service Provider from providing services similar to the Services toany Third Party.  For the avoidance ofdoubt, the Service Provider will continue to be subject to the provisions of clause20.

 

36.10       **Set-off**:  Except as set forth inclause 9.6 neither party will be entitled to set off any undisputed amountsowed to the other party under this agreement against amounts owing to it by theother party under any other agreement.

 

36.11       **Notifications**:  Notwithstanding any otherprovision of this agreement, no provision of this agreement that is of such anature as to make this agreement liable to notification to the EuropeanCommission or to registration with any competition law authorities will takeeffect until the day after that on which all necessary particulars have beenfurnished to the European Commission and/or all of such authorities.  The parties will co-operate fully in thetimely preparation and submission of any notification or registration.  Each party will bear its own costs of doingso.  If any regulatory or similarauthority investigates or gives formal notice that it intends to investigateany aspect of this agreement, the parties will consult with a view tonegotiating alternative provisions that substantially give effect to theparties’ original intentions and satisfy the concerns of the authorityconcerned.  All other provisions of thisagreement will remain in full force and effect, regardless of whether any ofthe provisions of this agreement are held to be void or unenforceable orwhether the parties are able to agree on mutually satisfactory alternativeprovisions.

 

36.12       The partywhose approval or consent is requested by the other party to fulfil itsobligations under this agreement shall not unreasonably withhold or delaygiving that approval, consent or agreement.

 

41

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**37.**          GOVERNINGLAW AND JURISDICTION

 

This agreementis governed by English law.  The partiesagree that the courts of England will have exclusive jurisdiction to settle anydisputes arising out of or in connection with this agreement and the partiesaccordingly submit to the exclusive jurisdiction of the English courts.

 

42

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**SIGNATORIES**

** **

This agreement has been entered into on thedate stated at the beginning of this agreement.

 

 
| **SIGNED** for **VIA NET.WORKS,  INC.** by: |
|---------------------------------------------|
|                                        |
|                                        |
| /s/ Fraser Park                             |   |
|                                        |
| Signature                                   |
|                                        |
| Fraser Park                                 |
|                                        |
| Name                                        |
|                                        |
| CFO                                         |
|                                        |
| Title                                       |

 

 
| **SIGNED** for **ACCENTURE LLP** by: |
|--------------------------------------|
|                                 |
| /s/ James M. Ellis                   |   |
|                                 |
| Signature                            |
|                                 |
| James M. Ellis                       |
|                                 |
| Name                                 |
|                                 |
| Partner                              |
|                                 |
| Title                                |

 

43

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**Schedule 1**

 

**OPERATIONAL SERVICES,PROJECT SERVICES AND RETAINEDSERVICES**

 

1

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
| **PURCHASE TO PAY PROCESS** |
|-----------------------------|
| Purchase  Requisition       | Purchase  Order | Receipt | Receive  Invoice | Match  Invoice | Resolve  Discrepancy | Make Payment |

 
| **Baseline  Service Item**                  |                      | **Responsibility** |   |          |             |   |                        | **Country Applicability** |                                                               |
|---------------------------------------------|---------------------------|--------------------|--------|---------------|------------------|--------|-----------------------------|---------------------------|--------------------------------------------------------------------|
| **Accenture**                               |                      | **Via  Networks**  |   | **Frequency** | **Dependencies** |   | **Substeps and Activities** |                      | **France**                                                         |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |
| **Inputs**                                  |                      | **Outputs**        |
|                                        |                      |               |   |          |             |   |                        |                      |                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 1                                           | {*****}                   |               |   |          | **VIA-MGMNT**    |   | **As Required**             |                      | Via Networks defines the {*****}                                   |   | Accenture will administrate the Policy |   | 1.1  Review and update {*****} as they relate  to the Purchase to Pay processes  1.2  Identify any missing {*****} from  the activity 1.1 above which are required to support the FSSC standard  processes, and define and document them.1.3  Include in policies a {*****} to allow  them to be kept up to date in future |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                        |                      |               |   |          |             |   |                        |                      |                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **{*****}, {*****} and {*****} of {*****}** |                      |               |   |          |             |   |                        |                      |                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                        |                      |               |   |          |             |   |                        |                      |                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 2                                           | Enter {*****} request     |               |   |          | **VIA-ALL**      |   | **Daily**                   |                      | The requestor requires a {*****} and/or  {*****}                   |   | The requester enters a {*****} into the  system |   | 2.1  Identify {*****} and {*****}, identify  vendor according to {*****} and {*****}, either from {*****}, existing  approved {*****} or by sourcing a new {*****}  2.2  Classify purchase as {*****}  purchase, or Capex or other Opex, and identify as {*****}  2.3  Departmental “requestor” enters  details of {*****}, including identification of new {*****} on system if  appropriate (see activity 4 below), GL coding must be entered  2.4  Appropriate manager approves  {*****} and {*****} request  2.5  Optionally, purchase requests may  be used to manage {*****} or quotations from alternate suppliers |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                        |                      |               |   |          |             |   |                        |                      |                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 3                                           | Create {*****}            |               | **Y**  |          |             |   | **Daily**                   |                      | Accenture receives the {*****} on the  {*****}                     |   | Accenture sends {*****} to approved  {*****} |   | 3.1  The {*****} is automatically generated or  keyed into the system, {*****}3.2  {*****} available to appropriate managers  to authorise, or triggered from workflow  3.3  Subject to authority/approval  levels, users {*****} as required3.4  Requestor receives notification that  {*****}3.5  Requestor prints / despatches {*****} as  required |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                        |                      |               |   |          |             |   |                        |                      |                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 4                                           | Manage and check  {*****} |               | **Y**  |          |             |   | **Daily**                   |                      | Accenture receives a fully {*****} and  completed new {*****} form |   | Accenture will update and manage the  {*****} in accordance with Via Networks requests |   | 4.1  Local OpCos apply {*****} to select  vendors for approval4.2  Local OpCos complete {*****} form and get  approved, then forward {*****} to FSSC4.3  FSSC update {*****} with vendor, product  and pricing details as required |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                                          |                                                                           | **Responsibility** |   |               |        |          |      | **Country Applicability** |                                                                               |
|-----------------------------------------------|--------------------------------------------------------------------------------|--------------------|--------|--------------------|-------------|---------------|-----------|---------------------------|------------------------------------------------------------------------------------|
| **Baseline  Service Item**                    |                                                                           | **Accenture**      |   | **Via   Networks** |        | **Frequency** |      | **Dependencies**          |                                                                               | **Substeps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                                    |                                                                           | **Outputs**        |
|                                          |                                                                           |               |   |               |        |          |      |                      |                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 5                                             | Receive {*****} and  {*****}                                                   |               |   |               | **VIA-ALL** |          | **Daily** |                      | {*****} are delivered by the vendor                                                |   | The recipient or purchaser will enter  {*****} |   | 5.1  Ordered {*****} and {*****} are received  by local OpCo5.2  {*****} and {*****} are examined on  receipt and matched with / compared to {*****}5.3  Local OpCo indicates {*****} and {*****}  as “received” on {*****} using {*****}5.4  Identify under- or over-{*****}, partial  {*****}, to amend PO or leave open as required |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                          |                                                                           |               |   |               |        |          |      |                      |                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Receive Invoice (gather and compile data)** |                                                                           |               |   |               |        |          |      |                      |                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                          |                                                                           |               |   |               |        |          |      |                      |                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 6                                             | Receive invoices (in  {*****})                                                 |               | **Y**  |               |        |          | **Daily** |                      | Invoices are sent to Accenture from  supplier, or through the {*****} organisation |   | Accenture opens mail, date stamps, scans  and distributes |   | 6.1  Purchase Invoices received by {*****} sent  to {*****} for processing6.2  FSSC {*****} and {*****}6.3  FSSC key in details of {*****} received  into CODA-Procurement, including those that are {*****}6.4  Identify {*****} as authorised or  non-authorised6.5  Un-authorised {*****} made available to  appropriate managers for authorisation, preferably triggered by {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                          |                                                                           |               |   |               |        |          |      |                      |                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 7                                             | Reject to {*****} that  are incorrectly addressed or are missing PO references |               | **Y**  |               |        |          | **Daily** |                      | {*****} invoices                                                                   |   | Invoice returned to {*****} with reason  for {*****} |   | 7.1  Log all {*****} received7.2  Identify {*****} invoices7.3  Return to {*****} with reason for {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                          |                                                                           |               |   |               |        |          |      |                      |                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Matching {*****} with {*****}**             |                                                                           |               |   |               |        |          |      |                      |                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                          |                                                                           |               |   |               |        |          |      |                      |                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 8                                             | Match invoice with  {*****} on system                                          |               | **Y**  |               |        |          | **Daily** |                      | {*****} and {*****} entered on {*****}  system, Invoice logged                     |   | Match on the system |   | 8.1  Match invoice, either using {*****} or  manually matching {*****} to {*****}.   If not matched, see {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                          |                                                                           |               |   |               |        |          |      |                      |                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 9                                             | Prepare invoice coding  for {*****}                                            |               | **Y**  |               |        |          | **Daily** |                      | After {*****}                                                                      |   | Check and prepare coding |   | 9.1  Determine appropriate {*****} for {*****}9.2  Enter appropriate coding on {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

3

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                                      |                                          | **Responsibility** |   |               |        |          |      | **Country Applicability** |                                                    |
|-------------------------------------------|-----------------------------------------------|--------------------|--------|--------------------|-------------|---------------|-----------|---------------------------|---------------------------------------------------------|
| **Baseline  Service Item**                |                                          | **Accenture**      |   | **Via   Networks** |        | **Frequency** |      | **Dependencies**          |                                                    | **Substeps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                                |                                          | **Outputs**        |
|                                      |                                          |               |   |               |        |          |      |                      |                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 10                                        | Contact Requestor to  resolve {*****}         |               | **Y**  |               |        |          | **Daily** |                      | Invoice does NOT {*****} with {*****} and  {*****} Data |   | Return to purchaser {*****} that do not  {*****} + the reason for the {*****} |   | 10.1  Where {*****} cannot be {*****}, contact  the {*****} to explain and authorise the {*****}10.2  Return the explanation and appropriate  action to FSSC |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                      |                                          |               |   |               |        |          |      |                      |                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 11                                        | Obtain {*****} approval  in case of {*****}   |               |   |               | **VIA-ALL** |          | **Daily** |                      |                                                    |   | Follow up of {*****} that do not {*****} |   | 11.1  Local OpCo ({*****} or {*****}) agrees  {*****} of {*****} with {*****} / {*****}  11.2  Local OpCo notifies FSSC of  outcome with {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                      |                                          |               |   |               |        |          |      |                      |                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 12                                        | Complete information on  unmatched {*****}    |               | **Y**  |               |        |          | **Daily** |                      | Accenture receives data from {*****}                    |   | If not already completed, Accenture  completes |   | 12.1  Make alterations as required to match  {*****} with {*****}, including amending {*****} on system, {*****}, raise ,  write-off, add freight, etc as required |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                      |                                          |               |   |               |        |          |      |                      |                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 13                                        | Key {*****} into the AP  System               |               | **Y**  |               |        |          | **Daily** |                      | {*****} fully and correctly completed                   |   | Accenture accounts for invoice |   | 13.1  Where Invoices have been keyed into  {*****} (see step 6.3 above), post from {*****} directly into AP or In-tray  as required  13.2  For other invoices not handled  through , manually key {*****} into AP ledger |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                      |                                          |               |   |               |        |          |      |                      |                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 14                                        | Update {*****} and  {*****}                   |               | **Y**  |               |        |          | **Daily** |                      |                                                    |   | Post data to {*****} |   | 14.1  Update {*****} and {*****} as required. |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                      |                                          |               |   |               |        |          |      |                      |                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Check and Key {*****} without {*****}** |                                          |               |   |               |        |          |      |                      |                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                      |                                          |               |   |               |        |          |      |                      |                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 15                                        | Send the {*****} for  approval to the {*****} |               | **Y**  |               |        |          | **Daily** |                      | {*****} is coded                                        |   | Data is send to the Via Networks approver  for {*****} |   | 15.1  Identify {*****} that are not related to a  {*****} on the system (Note:  in the  initial months of the FSSC, most {*****} will fall into this category, being  the result of legacy processes)  15.2  Identify OpCo and {*****}  responsible  15.3  Forward copy of {*****} to  responsible {*****} with request for {*****} (using {*****}) |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                       |                               | **Responsibility** |   |                  |          |          |                             | **Country Applicability** |                               |
|----------------------------|------------------------------------|--------------------|--------|-----------------------|---------------|---------------|----------------------------------|---------------------------|------------------------------------|
| **Baseline  Service Item** |                               | **Accenture**      |   | **Via Networks** |          | **Frequency** |                             | **Dependencies**          |                               | **Substeps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                               | **Outputs**        |
|                       |                               |               |   |                  |          |          |                             |                      |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 16                         | Obtain {*****} approval            |               |   |                  | **VIA-MGMNT** |          | **Daily**                        |                      | Data is sent to company            |   | Follow up list of {*****} for which  {*****} is outstanding |   | 16.1  VIA Manager  checks {*****} and approves for {*****} after performing  {*****} ({*****} / {*****} received, properly authorised, payment due)  16.2  If recurring {*****}, ensure  {*****} entered in system for future {*****} (status non-matchable)  16.3  Notify FSSC that {*****} OK to  pay |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                               |               |   |                  |          |          |                             |                      |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 17                         | Prepare the {*****}  coding        |               | **Y**  |                  |          |          | **Daily**                        |                      | After receipt of the {*****}       |   | Prepare {*****} coding based on {*****}  and posting information provided by the business |   | 17.1  prepare {*****} coding as instructed by  local OpCo |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                               |               |   |                  |          |          |                             |                      |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 18                         | Key {*****} into the AP  System    |               | **Y**  |                  |          |          | **Daily**                        |                      | When info complete                 |   | Accenture accounts for {*****} |   | 18.1  Manually key {*****} into AP ledger |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                               |               |   |                  |          |          |                             |                      |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Stop / Release {*****}** |                               |               |   |                  |          |          |                             |                      |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                       |                               |               |   |                  |          |          |                             |                      |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 19                         | Block {*****} on  Business Request |               | **Y**  |                  |          |          | **Ad hoc**                       |                      | Via Networks request {*****} block |   | Accenture executes  and follows {*****} process |   | 19.1  FSSC produce {*****} predicting {*****}  over next 30-60 days, and submit to OpCo.   List clearly identifies previously blocked or delayed {*****}.19.2  Local management review {*****}, and  indicate {*****} to be blocked, and previously blocked payments to be  released.19.3  Blocked {*****} list returned to FSSC. |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                               |               |   |                  |          |          |                             |                      |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 20                         | Release {*****}                    |               | **Y**  |                  |          |          | **Ad hoc**                       |                      | Via Networks approves release      |   | Accenture executes |   | 20.1  FSSC receive cleared {*****}, including  released previously blocked {*****}, and mark for {*****}. |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                               |               |   |                  |          |          |                             |                      |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Make  {*****}**          |                               |               |   |                  |          |          |                             |                      |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                       |                               |               |   |                  |          |          |                             |                      |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                       | **Generate {*****} by {*****}**    |               | **Y**  |                  |          |          | **To schedule by  country** |                      | {*****} are due                    |   | Execution of {*****} runs  {*****}on due  date or on date authorised by {*****}  Execute {*****} on {*****} |   |   |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                               |               |   |                  |          |          |                             |                      |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 21                         | Select {*****} to be  paid         |               | **Y**  |                  |          |          | **To schedule by  country** |                      |                               |   | {*****} due payment list produced |   | 21.1  From {*****} schedule produced by  activity 19.1, and {*****} by local management under activity 19.2, select  {*****} to be paid in next payment run where {*****} is {*****}. |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                       |                                   | **Responsibility** |   |               |   |          |                             | **Country Applicability** |                    |
|----------------------------|----------------------------------------|--------------------|--------|--------------------|--------|---------------|----------------------------------|---------------------------|-------------------------|
| **Baseline  Service Item** |                                   | **Accenture**      |   | **Via   Networks** |   | **Frequency** |                             | **Dependencies**          |                    | **Substeps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                                   | **Outputs**        |
|                       |                                   |               |   |               |   |          |                             |                      |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 22                         | Approve the {*****}  list              |               | **Y**  |               |   |          | **To schedule by  country** |                      |                    |   | Authorised pay file |   | 22.1  Check {*****} to determine if {*****} can  be made, according to {*****}22.2  Approve {*****} to be paid in next {*****}  run |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                   |               |   |               |   |          |                             |                      |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 23                         | Check the {*****} list                 |               | **Y**  |               |   |          | **To schedule by  country** |                      | Authorised {*****} file |   | Payment schedule |   | 23.1  Conduct final check of {*****} to be made  against blocked {*****} list and {*****}23.2  {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                   |               |   |               |   |          |                             |                      |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 24                         | Prepare the {*****}                    |               | **Y**  |               |   |          | **To schedule by  country** |                      | Payment schedule        |   |   |   | 24.1  Prepare {*****} file for bank |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                   |               |   |               |   |          |                             |                      |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 25                         | Send data to bank                      |               | **Y**  |               |   |          | **To schedule by  country** |                      | Payment schedule        |   |   |   | 25.1  Send {*****} file to bank for action |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                   |               |   |               |   |          |                             |                      |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 26                         | Send {*****} to {*****}                |               | **Y**  |               |   |          | **To schedule by  country** |                      | Payment schedule        |   |   |   | 26.1  Generate and print {*****} advice to  {*****}26.2  Despatch {*****} advise to {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                   |               |   |               |   |          |                             |                      |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                       | **Generate   {*****} by {*****}** |               |   |               |   |          | **To schedule by  country** |                      | {*****} are due         |   | Execution of payment runs  {*****} at due date  Execute urgent  payments on demand |   |   |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                   |               |   |               |   |          |                             |                      |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 27                         | Select {*****} to be  {*****}          |               | **Y**  |               |   |          | **To schedule by  country** |                      |                    |   | Invoice due payment list produced |   | 27.1  From {*****} produced by activity 19.1,  and {*****} by local management under activity 19.2, select {*****} to be  paid in next {*****} run where {*****} is {*****}. |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                       |                               | **Responsibility** |   |               |   |          |                             | **Country Applicability** |                |
|----------------------------|------------------------------------|--------------------|--------|--------------------|--------|---------------|----------------------------------|---------------------------|---------------------|
| **Baseline  Service Item** |                               | **Accenture**      |   | **Via   Networks** |   | **Frequency** |                             | **Dependencies**          |                | **Substeps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                               | **Outputs**        |
|                       |                               |               |   |               |   |          |                             |                      |                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 28                         | Approve the {*****}                |               | **Y**  |               |   |          | **To schedule by  country** |                      |                |   | Authorised pay file |   | 28.1  Check {*****} to determine if {*****} can  be made, according to defined criteria28.2  Approve {*****} to be paid in next {*****}  run |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                               |               |   |               |   |          |                             |                      |                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 29                         | Check the {*****}                  |               | **Y**  |               |   |          | **To schedule by  country** |                      | Authorised pay file |   | Payment schedule |   | 29.1  Conduct final check of {*****} to be made  against blocked {*****} list and {*****}29.2  {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                               |               |   |               |   |          |                             |                      |                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 30                         | Print {*****}                      |               | **Y**  |               |   |          | **To schedule by  country** |                      | Payment schedule    |   |   |   | 30.1  Generate and {*****} automatic {*****} to  be sent to {*****}

30.2  Generate and print {*****} and collate  with {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                               |               |   |               |   |          |                             |                      |                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 31                         | Prepare {*****}                    |               | **Y**  |               |   |          | **To schedule by  country** |                      | Payment schedule    |   |   |   | 31.1  Write {*****} to be sent to {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                               |               |   |               |   |          |                             |                      |                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 32                         | Key manual {*****} in  the {*****} |               | **Y**  |               |   |          | **To schedule by  country** |                      | Payment schedule    |   |   |   | 32.1  Input details of {*****} into system32.2  Generate and print {*****} and collate  with {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                               |               |   |               |   |          |                             |                      |                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 33                         | Arrange {*****}                    |               | **Y**  |               |   |          | **To schedule by  country** |                      | {*****}             |   |   |   | 33.1  Group manual and automatic {*****} and  collate with {*****}33.2  Check and sign {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                       |                                           | **Responsibility** |   |               |   |          |                             | **Country Applicability** |                                                                    |
|----------------------------|------------------------------------------------|--------------------|--------|--------------------|--------|---------------|----------------------------------|---------------------------|-------------------------------------------------------------------------|
| **Baseline  Service Item** |                                           | **Accenture**      |   | **Via   Networks** |   | **Frequency** |                             | **Dependencies**          |                                                                    | **Substeps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                                           | **Outputs**        |
|                       |                                           |               |   |               |   |          |                             |                      |                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 34                         | Send {*****} to {*****}                        |               | **Y**  |               |   |          | **To schedule by  country** |                      |                                                                    |   |   |   | 34.1  Despatch {*****} with {*****} to {*****}34.2  Update Accounts Payable and General  Ledgers |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                           |               |   |               |   |          |                             |                      |                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 35                         | Validate {*****}                               |               | **Y**  |               |   |          | **To schedule by  country** |                      | Supplier announces {*****}                                              |   | Accenture checks and approves  the payment |   | 35.1  Check for changes to {*****}, {*****}  (alterations, additions, cancellations)  35.2  Receive notification of {*****}  or {*****} from banks  35.3  Match {*****} and {*****}  payments against AP Ledger and {*****} on {*****} | ) | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                           |               |   |               |   |          |                             |                      |                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                       | **Manage  {*****} payments**                   |               |   |               |   |          |                             |                      |                                                                    |   |   |   |   |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                           |               |   |               |   |          |                             |                      |                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 36                         | At period end, produce  a {*****} from company |               | **Y**  |               |   |          | **Monthly**                      |                      | Document produced for  affiliate  delivering {*****} services |   |   |   | 36.1  Identify and list {*****} ({*****} to  {*****} on {*****})  36.2  Produce {*****} breakdown of  {*****} purchases |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                           |               |   |               |   |          |                             |                      |                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 37                         | Reconcile this {*****}  with AP Balance        |               | **Y**  |               |   |          | **Monthly**                      |                      | Document received                                                       |   | Check and Reconcile with  AP Balance |   | 37.1  Reconcile {*****} breakdown with AP  balance |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                           |               |   |               |   |          |                             |                      |                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 38                         | Request missing {*****}                        |               | **Y**  |               |   |          | **Monthly**                      |                      | No Reconciliation                                                       |   | Request missing invoices |   | 38.1  Request / collect missing {*****}38.2  Identify non-Invoice {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                           |               |   |               |   |          |                             |                      |                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 39                         | Accrue for missing  {*****} in the system      |               | **Y**  |               |   |          | **Monthly**                      |                      | No Reconciliation                                                       |   | Account for missing invoices |   | 39.1  {*****} for missing {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                           |               |   |               |   |          |                             |                      |                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 40                         | Determine {*****}  differences                 |               | **Y**  |               |   |          | **Monthly**                      |                      |                                                                    |   | Calculate and account for  exchange differences |   | 40.1  Calculate {*****} differences for {*****}  charges |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                       |                                              | **Responsibility** |   |               |                          |          |        | **Country Applicability** |                                                                                                                                                                                                                              |
|----------------------------|---------------------------------------------------|--------------------|--------|--------------------|-------------------------------|---------------|-------------|---------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Baseline  Service Item** |                                              | **Accenture**      |   | **Via   Networks** |                          | **Frequency** |        | **Dependencies**          |                                                                                                                                                                                                                              | **Substeps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                                              | **Outputs**        |
|                       |                                              |               |   |               |                          |          |        |                      |                                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 41                         | Check and send {*****}  to corporate finance team |               | **Y**  |               |                          |          | **Monthly** |                      |                                                                                                                                                                                                                              |   | Document and send to corporate finance |   | 41.1  produce consolidated report for {*****}  and send to corporate finace team |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                              |               |   |               |                          |          |        |                      |                                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **{*****}**                |                                              |               |   |               |                          |          |        |                      |                                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                       |                                              |               |   |               |                          |          |        |                      |                                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 42                         | Determine {*****}                                 |               |   |               | **VIA-FIN**                   |          | **Monthly** |                      | Note that most {*****} are generated when  the {*****} are receipted in the system. The business has to provide a list  of {*****} for {*****} and {*****} received without {*****} and for which the  {*****}has not yet arrived |   | {*****} report |   | 42.1  Identify {*****} and {*****} received  without  {*****} in the procurement  system42.2  Inform FSSC of {*****} to be made in  systems |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                              |               |   |               |                          |          |        |                      |                                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 43                         | Post {*****} to G/L                               |               | **Y**  |               |                          |          | **Monthly** |                      | List of {*****} provided by Via Networks                                                                                                                                                                                          |   | Account and Post list |   | 43.1  Receive list of {*****} and {*****} received  by OpCo43.2  Run period end {*****} routine in  CODA-Procurement / CODA-Financials43.3  Enter details of non-PO receipt {*****}  supplied by OpCos |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                              |               |   |               |                          |          |        |                      |                                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Others**                 |                                              |               |   |               |                          |          |        |                      |                                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                       |                                              |               |   |               |                          |          |        |                      |                                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 44                         | Manage {*****} dispute                            |               |   |               | **VIA-FIN**  **VIA-COM** |          | **Ad hoc**  |                      |                                                                                                                                                                                                                              |   |   |   | 44.1  FSSC notify VIA-Finance of {*****}  disputes44.2  VIA-Finance or Commercial contact {*****}  to resolve dispute44.3  Inform FSSC of resolution and follow-up actions |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                              |               |   |               |                          |          |        |                      |                                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 45                         | Answer  {*****} regarding payments           |               | **Y**  |               |                          |          | **Ad hoc**  |                      | Vendor inquiry                                                                                                                                                                                                                    |   | Inquiry resolution |   | 45.1  Receive {*****} relating to payments45.2  Log, categorise and resolve enquiry45.3  Document results |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                              |               |   |               |                          |          |        |                      |                                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 46                         | Research and recover  {*****} and {*****}         |               | **Y**  |               |                          |          | **Monthly** |                      | Notification of {*****}                                                                                                                                                                                                           |   | Create debit note |   | 46.1  Recognise {*****}, from  {*****}notification or from analysis of AP Ledger46.2  Recover {*****} payments |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                              |               |   |               |                          |          |        |                      |                                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 47                         | Manage {*****}                                    |               | **Y**  |               |                          |          | **Ad hoc**  |                      | Properly authorised and completed request                                                                                                                                                                                         |   | Accenture will execute and keep track  of  {*****} |   | 47.1  Make {*****} as directed by VIA OpCo  (properly authorised  47.2  Record all {*****} and account  appropriately | ) | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                       |                                                               | **Responsibility** |   |               |        |          |                      | **Country Applicability** |                               |
|----------------------------|--------------------------------------------------------------------|--------------------|--------|--------------------|-------------|---------------|---------------------------|---------------------------|------------------------------------|
| **Baseline  Service Item** |                                                               | **Accenture**      |   | **Via   Networks** |        | **Frequency** |                      | **Dependencies**          |                               | **Substeps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                                                               | **Outputs**        |
|                       |                                                               |               |   |               |        |          |                      |                      |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 48                         | Manage {*****}                                                     |               |   |               | **VIA-FIN** |          | **Ad hoc**                |                      | {*****} request                    |   |   |   | 48.1  Issue {*****} as required48.2  Retain {*****} vouchers48.3  Reconcile {*****} vouchers to float, and  top-up as necessary48.4  Issue cheque for cash to top up {*****}48.5  Expense {*****} vouchers |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                               |               |   |               |        |          |                      |                      |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 49                         | Arrange {*****}  Facilities                                        |               |   |               | **VIA-FIN** |          | **Ad hoc**                |                      | Authorised {*****} request         |   |   |   | 49.1  OpCo manage {*****} for each location49.2  Periodically review and agree changes to  {*****} in each location |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                               |               |   |               |        |          |                      |                      |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 50                         | Appoint agencies for {*****}  recovery                             |               |   |               | **VIA-FIN** |          | **As**  **Required** |                      |                               |   |   |   | 50.1  Select and appoint local agencies as  necessary for {*****} recovery50.2  Where a local agency is not to be used for  {*****} recovery, define recovery rules and parameters in line with local  legislation |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                               |               |   |               |        |          |                      |                      |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 51                         | Manage {*****} recovery                                            |               | **Y**  |               |        |          | **Monthly**               |                      | {*****} reports                    |   | Recovery reports by country |   | 51.1  Apply rules to recover {*****}51.2  Compile and produce {*****} recovery  reports and files for each country |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                               |               |   |               |        |          |                      |                      |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 52                         | Reconciliation {*****}  to {*****}                                 |               | **Y**  |               |        |          | **Monthly**               |                      | According to Accounting Principles |   | Reconciliation Report |   | 51.1  Investigate any reconciling items51.2  Review aging profile of outstanding  {*****} balances |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                               |               |   |               |        |          |                      |                      |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 53                         | Reconciliation of  {*****} against the {*****}                     |               | **Y**  |               |        |          | **Monthly**               |                      | According to Accounting Principles |   | Reconciliation Report |   | 52.1  Reconcile all {*****} to {*****} based on  coding52.2  Produce {*****} reconciliation report |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                               |               |   |               |        |          |                      |                      |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 54                         | Reconciliation of  {*****} statements                              |               | **Y**  |               |        |          | **Ad hoc**                |                      | As requested by the business       |   |   |   | 53.1  Reconcile every statement received53.2  Quaterly, reconcile top 20 {*****} by  {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                               |               |   |               |        |          |                      |                      |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 55                         | Determine and book  realised / unrealised {*****} and {*****} |               | **Y**  |               |        |          | **Monthly**               |                      | According to {*****} Rules         |   | Calculate and Book |   | ?? |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                            |                                                                    |                    |        |                    |             |               |                           |                           |                                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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|                       |                                      | **Responsibility** |   |               |           |          |            | **Country Applicability** |                                           |
|----------------------------|-------------------------------------------|--------------------|--------|--------------------|----------------|---------------|-----------------|---------------------------|------------------------------------------------|
| **Baseline  Service Item** |                                      | **Accenture**      |   | **Via   Networks** |           | **Frequency** |            | **Dependencies**          |                                           | **Substeps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                                      | **Outputs**        |   |
|                       |                                      |               |   |               |           |          |            |                      |                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 56                         | File and archive                          |               | **Y**  |               |           |          | **Monthly**     |                      | The Business asks to archive                   |   | Accenture Files and Archives data and  documents |   | 56.1  File and archive all {*****} related  documentation |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                      |               |   |               |           |          |            |                      |                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **{*****} and {*****}**    |                                      |               |   |               |           |          |            |                      |                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                       |                                      |               |   |               |           |          |            |                      |                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 57                         | Develop &  Communicate {*****} policy |               |   |               | **VIA-MNGMNT** |          | **As Required** |                      |                                           |   | Via Networks  develops and communicates the {*****} policy |   | 57.1  Review, update and agree {*****} policy57.2  Publish agreed {*****} policies |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                      |               |   |               |           |          |            |                      |                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 58                         | Set-up and maintain  {*****} in system    |               | **Y**  |               |           |          | **Ad Hoc**      |                      | Identification of a “Traveller”      |   | Creation and maintenance of the Employee  account in the Finance system |   | 58.1  For all new employees, or changing  employee circumstances, set up or update employee accounts in system |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                      |               |   |               |           |          |            |                      |                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 59                         | Manage updates of  {*****} rates          |               | **Y**  |               |           |          | **As Required** |                      | Updates from country and from Via Networks     |   | Update rate schedules |   | 59.1  Maintain {*****} and {*****} tables in  system I.a.w. policy revisions |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                      |               |   |               |           |          |            |                      |                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 60                         | Posting {*****} data to  {*****}          |               | **Y**  |               |           |          | **Weekly**      |                      |                                           |   |   |   | 60.1  Post {*****} data to {*****}, using  {*****} coding where corporate {*****} are charged to country operation |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                      |               |   |               |           |          |            |                      |                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 61                         | Handle and Follow-up  {*****} cards       |               | **Y**  |               |           |          | **Weekly**      |                      | The “Traveller” formulates a demand  |   | Accenture manages the relationship with  the {*****} and handles all administration |   | 61.1  Reconcile company {*****} against {*****}  claims and invoices61.2  Identify issues and resolve |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                      |               |   |               |           |          |            |                      |                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 62                         | Manage {*****}                            |               | **Y**  |               |           |          | **As Required** |                      | Advance Request                                |   | Accenture checks the request, transfers  the money and accounts for the transaction |   | 62.1  Receive requests for advances of {*****}  expenditure62.2  Check request for approval authority62.3  Pay {*****}62.4  Account for {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                      |               |   |               |           |          |            |                      |                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 63                         | Prepare and approve  {*****} report       |               |   |               | **VIA-ALL**    |          | **Ad Hoc**      |                      | The “Traveller” prepares his {*****} |   | The “Traveller” seeks approval of his  {*****} report |   | 63.1  Complete {*****} expense claim63.2  Expense claims authorised by appropriate  manager63.3  Forward authorised expense claim to  VIA-FIN |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                            |                                           |                    |        |                    |                |               |                 |                           |                                                |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                       |                                      | **Responsibility** |   |                  |        |          |        | **Country Applicability** |                                                |
|----------------------------|-------------------------------------------|--------------------|--------|-----------------------|-------------|---------------|-------------|---------------------------|-----------------------------------------------------|
| **Baseline  Service Item** |                                      | **Accenture**      |   | **Via Networks** |        | **Frequency** |        | **Dependencies**          |                                                | **Substeps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                                      | **Outputs**        |
|                       |                                      |               |   |                  |        |          |        |                      |                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 64                         | Ensure compliance with  {*****} rules     |               |   |                  | **VIA-FIN** |          | **Ad Hoc**  |                      | The “Traveller” sends his {*****}         |   | Accenture collects the report and checks  {*****} |   | 64.1  Receive authorised {*****} claims64.2  Code expense claim line items I.a.w.  policies64.3  Caculate applicable tax |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                      |               |   |                  |        |          |        |                      |                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 65                         | Collect {*****} reports                   |               | **Y**  |                  |        |          | **Ad Hoc**  |                      | The “Traveller” sends his {*****}         |   | Accenture collects the report and checks  {*****} |   | 65.1  Receive authorised, coded **{*****}** report |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                      |               |   |                  |        |          |        |                      |                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 66                         | Control {*****} reports                   |               | **Y**  |                  |        |          | **Ad Hoc**  |                      | {*****} is collected                                |   | Accenture reconciles the {*****} with the  {*****} and asks through the local finance dept for missing documents |   | 66.1  Check report against {*****}66.2  Recover missing {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                      |               |   |                  |        |          |        |                      |                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 67                         | Reimburse {*****}                         |               | **Y**  |                  |        |          | **Ad Hoc**  |                      | {*****} is checked                                  |   | Accenture enters the data in the system  and {*****} to the bank |   | 67.1  Settle {*****} through {*****} or direct  to employees bank account I.a.w. policy |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                      |               |   |                  |        |          |        |                      |                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 68                         | Archive {*****} reports  and {*****}      |               | **Y**  |                  |        |          | **Ad Hoc**  |                      |                                                |   | {*****} reports are {*****} locally |   | 68.1  Archive and file |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                      |               |   |                  |        |          |        |                      |                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 69                         | Create & produce  {*****} and {*****} |               | **Y**  |                  |        |          | **Monthly** |                      |                                                |   | Accenture creates {*****} and {*****} |   | 69.1  Generate and distribute standard reports |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                      |               |   |                  |        |          |        |                      |                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 70                         | Answer queries                            |               | **Y**  |                  |        |          | **Ad Hoc**  |                      | The Business ask for particular report and  Queries |   | Accenture will provide a {*****} to answer  to specific demands |   | 70.1  Handle enquiries70.2  Generate ad hoc reports as requested |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                            |                                           |                    |        |                       |             |               |             |                           |                                                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
| **ORDER TO CASH PROCESS**                        |
|--------------------------------------------------|
| **Raise Order  (Sales Process -  out-of-scope)** | **Receive and  Capture Order  (OM process)** | **Provision Order  (out-of-scope)** | **Raise Invoice** | **Receive and  Allocate  Payments** | **Resolve Issues /  Other  Administration** |

 
|                                            |                                                               | **Responsibility** |   |               |          |          |            | **Country Applicability** |                                                                     |
|-------------------------------------------------|--------------------------------------------------------------------|--------------------|--------|--------------------|---------------|---------------|-----------------|---------------------------|--------------------------------------------------------------------------|
| **Baseline  Service Item**                      |                                                               | **Accenture**      |   | **Via   Networks** |          | **Frequency** |            | **Dependencies**          |                                                                     | **Sub-steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                                      |                                                               | **Outputs**        |
|                                            |                                                               |               |   |               |          |          |            |                      |                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Set Policies and Procedures**                 |                                                               |               |   |               |          |          |            |                      |                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                            |                                                               |               |   |               |          |          |            |                      |                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 1                                               | Define company policies  and procedures including {*****} policies | ** **         |   |               | **VIA-Mgmnt** |          | **As Required** |                      | Via Networks defines the company policies and procedures                 |   | Accenture will administrate the Policy |   | 1.1  Review and {*****} Policies Manual and  {*****} as they relate to the Order to Cash processes  1.2  Identify any missing Policies  from the activity 1.1 above which are required to support the FSSC standard  processes, and define and document them.  1.3  Include in policies a {*****} and  configuration mechanism to allow them to be kept up to date in future |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                            |                                                               |               |   |               |          |          |            |                      |                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Raise  order (Sales Process - out-of-scope)** |                                                               |               |   |               |          |          |            |                      |                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                            |                                                               |               |   |               |          |          |            |                      |                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 2                                               | Receive {*****}                                                    | ** **         |   |               | **VIA-Sales** |          | **Daily**       |                      | Customer send {*****}                                                    |   | Sales process (out-of-scope) kicks in and {*****} |   | 2.1  Receive, validate {*****} against {*****}  if {*****}.  If non-standard, conduct  a {*****} review to determine if we can {*****} the {*****}, and whether we  want to do the {*****}  2.2  Discuss {*****} if necessary  2.3  Check {*****} for services  ordered  2.4  Log prospect on {*****} if not  already logged, and assess probability of closure |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                            |                                                               |               |   |               |          |          |            |                      |                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 3                                               | Determine appropriate  {*****}                                     |               |   |               | **VIA-PM**    |          | **Daily**       |                      | customer service representative access product catalogue and price  list |   |   |   | 3.1  Apply local rules to determine applicable  {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                       |                                                   | **Responsibility** |   |                  |                   |          |       | **Country Applicability** |                                                                                 |
|----------------------------|--------------------------------------------------------|--------------------|--------|-----------------------|------------------------|---------------|------------|---------------------------|--------------------------------------------------------------------------------------|
| **Baseline  Service Item** |                                                   | **Accenture**      |   | **Via Networks** |                   | **Frequency** |       | **Dependencies**          |                                                                                 | **Sub-steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                                                   | **Outputs**        |
|                       |                                                   |               |   |                  |                   |          |       |                      |                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 4                          | Approve special {*****}                                | ** **         |   |                  | **VIA-PM****VIA-Bill** |          | **Daily**  |                      | Special {*****} are agreed by Sales and authorised as appropriate by  the country MD |   | Authorised sales order form ready to send to customer |   | 4.1 Apply any {*****}  4.2 obtain and document appropriate authority, after calculating {*****} if  required)  4.3 include full {*****} details in completed order form prior to sending to  customer for signature. |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                   |               |   |                  |                   |          |       |                      |                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 5                          | Check {*****} status  {*****} (produce {*****} report) |               | **Y**  |                  | **VIA-Sales**          |          | **Ad-hoc** |                      | Global Finance Policies and local rules for {*****} checking                         |   | Updated {*****} for new or existing customer |   | 5.1 In accordance with  the {*****} Finance Policy, VIA local management select new customers and  appropriate existing customers to do one of the following:· Obtain and review  {*****}, OR· Obtain and review a minimum of {*****}, OR· Perform a {*****}  5.2  For the latter {*****}, request a  {*****} report from FSSC using the ticketing system  5.3  FSSC perform {*****} and deliver  results to Local management  5.2  File and maintain {*****} for all  customers who have had {*****} performed.  5.3  For existing {*****}, confirm  {*****} is not “stopped” or “blocked” on CRM system. |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                   |               |   |                  |                   |          |       |                      |                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 6                          | Review {*****} position                                | ** **         |   |                  | **VIA-Mgmnt**          |          | **Daily**  |                      | Updated {*****} for new or existing customer                                         |   | Via Networks will validate Via Networks Criteria and the {*****}. Via  Networks decides “{*****}” |   | 6.1 Company Managers  are responsible for reviewing the output of activities 5.1, 5.2 and 5.3 and  deciding to {*****} or not.  6.2 Document decisions and file |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                            |                               | **Responsibility** |   |                  |          |          |      | **Country Applicability** |                                                                          |
|---------------------------------|------------------------------------|--------------------|--------|-----------------------|---------------|---------------|-----------|---------------------------|-------------------------------------------------------------------------------|
| **Baseline  Service Item**      |                               | **Accenture**      |   | **Via Networks** |          | **Frequency** |      | **Dependencies**          |                                                                          | **Sub-steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                      |                               | **Outputs**        |
|                            |                               |               |   |                  |          |          |      |                      |                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 7                               | Create {*****}                     | ** **         |   |                  | **VIA-Sales** |          | **Daily** |                      |                                                                          |   | customer service representative   manages sales orders or Self care channel manages order |   | 7.1  Finally check all details of completed  {*****} and {*****} form  7.2  Print / despatch completed  {*****} to {*****}  7.3  The documents comprising the  completed {*****} MUST include {*****}, etc. |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                            |                               |               |   |                  |          |          |      |                      |                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Receive and**{*****}          |                               |               |   |                  |          |          |      |                      |                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                            |                               |               |   |                  |          |          |      |                      |                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 8                               | Process {*****}                    | ** **         |   |                  | **VIA-Ops**   |          | **Daily** |                      | {*****} returns signed {*****}, or {*****} and/or {*****} demand for  {*****} |   | New {*****} or {*****} requests are handled by the {*****} and/or  {*****} |   | 8.1  However received, new {*****} are checked  for {*****} (other documentation often required such as {*****}), existing or  new customer.  8.2  Enter {*****} details into  provisioning systems, update {*****}  8.3  If new customer, create new  {*****} as required. |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                            |                               |               |   |                  |          |          |      |                      |                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| {*****}**Order (out of scope)** |                               |               |   |                  |          |          |      |                      |                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                            |                               |               |   |                  |          |          |      |                      |                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 9                               | Fulfil {*****} /  dispatch {*****} | ** **         |   |                  | **VIA-Ops**   |          | **Daily** |                      |                                                                          |   | Provisioning enablesthe services |   | 9.1 provision the  {*****} (Country specific)  9.2 notify billing when provisioned and billing can commence  NOTE:  for {*****}, some {*****} (e.g.  {*****}  router), whilst others may  take {*****} (e.g. {*****}).  At what  point do we {*****}?  Do we {*****}?  Is it at the {*****}? |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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|                       |                                                        | **Responsibility** |   |               |         |          |                                   | **Country Applicability** |                                                      |
|----------------------------|-------------------------------------------------------------|--------------------|--------|--------------------|--------------|---------------|----------------------------------------|---------------------------|-----------------------------------------------------------|
| **Baseline  Service Item** |                                                        | **Accenture**      |   | **Via   Networks** |         | **Frequency** |                                   | **Dependencies**          |                                                      | **Sub-steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                                                        | **Outputs**        |
|                       |                                                        |               |   |               |         |          |                                   |                      |                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Raise**{*****}           |                                                        |               |   |               |         |          |                                   |                      |                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                       |                                                        |               |   |               |         |          |                                   |                      |                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 10                         | Resolution of {*****}  issues and ongoing {*****}           | ** **         |   |               | **VIA-Bill** |          | **Billing cycles to country schedule** |                      | Customer care/ billing {*****}Product catalogue error log |   | Document resolution and inform customer care, sales or operations as  appropriate |   | 10.1 On an on-going  basis, conduct {*****}, including reconciliation between {*****}, etc.  10.2 Produce {*****} report  10.3 Analyse and produce and document resolutions  10.4 Inform appropriate departments of actions for resolution of issues  10.5 Resolve issues and inform FSSC |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                        |               |   |               |         |          |                                   |                      |                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 11                         | Produce {*****}  schedule                                   | ** **         |   |               | **VIA-Bill** |          | **Billing cycles to country schedule** |                      | Mediation control reports                                 |   | Validated check list |   | 11.1 Import usage data  to billing system if applicable  11.2 Run {*****} i.a.w. country schedules |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                        |               |   |               |         |          |                                   |                      |                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 12                         | Random {*****} to  validate {*****} and other random events | ** **         |   |               | **VIA-Bill** |          | **Billing cycles to country schedule** |                      | Mediation control reports                                 |   | Validated check list |   | 12.1  Validate {*****} by performing {*****},  including {*****} validation of {*****}  12.2  Specific {*****} need to be  performed to validate {*****}, I.e. check {*****} to ensure {*****}, check {*****}  is accurate, check {*****} service i.a.w. T&Cs  12.2  Document results of {*****} run  and checks / controls performed |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                        |               |   |               |         |          |                                   |                      |                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 13                         | Investigate  discrepancies and rectify with Via Networks    | ** **         |   |               | **VIA-Bill** |          | **Billing cycles to country schedule** |                      | Discrepancies identified                                  |   | Document resolution and inform customer care, sales or operations as  appropriate |   | 13.1 Highlight  discrepancies and report to Country managers  13.2 Receive confirmation of resolution, or add to suspension list |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                       |                          | **Responsibility** |   |                  |         |          |                                   | **Country Applicability** |                                     |
|----------------------------|-------------------------------|--------------------|--------|-----------------------|--------------|---------------|----------------------------------------|---------------------------|------------------------------------------|
| **Baseline  Service Item** |                          | **Accenture**      |   | **Via Networks** |         | **Frequency** |                                   | **Dependencies**          |                                     | **Sub-steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                          | **Outputs**        |
|                       |                          |               |   |                  |         |          |                                   |                      |                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 14                         | Produce {*****}  schedule     | ** **         |   |                  | **VIA-Bill** |          | **Billing cycles to country schedule** |                      |                                     |   | Wholesale/Resseller scheduleVia Networks schedule |   | 14.1 Run {*****} run |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                          |               |   |                  |         |          |                                   |                      |                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 15a                        | Generate {*****}  customers   | ** **         |   |                  | **VIA-Bill** |          | **Billing cycles to country schedule** |                      |                                     |   |   |   | 15a.1 Produce interim  report and validate for customers with {*****} run)  15a.2Update billing history on other systems as required  15a.3 Update customer accounts on CODA |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                       |                          |               |   |                  |         |          |                                   |                      |                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 15b                        | Generate reports and  {*****} | ** **         | **Y**  |                  | **VIA-Fin**  |          | **Billing cycles to country schedule** |                      | {*****} to be defined on a country basis |   |   |   | 15b.1 Generate reports  and {*****} customers  15b.2 Send {*****} reports for {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                          |               |   |                  |         |          |                                   |                      |                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 16                         | Validate {*****} report       | ** **         | **Y**  |                  |         |          | **Billing cycles to country schedule** |                      | {*****} report                           |   | Document resolution and forward to Accenture or Via as appropriate |   | 16.1 check {*****}  reports or {*****} reports for {*****}  16.2 if {*****}, resubmit {*****} and check again for {*****}  16.3 produce list of {*****}  16.4 update CODA and other systems for received {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THEOMITTED PORTIONS.*******

 
|                       |                                     | **Responsibility** |   |                  |          |          |                                   | **Country Applicability** |           |
|----------------------------|------------------------------------------|--------------------|--------|-----------------------|---------------|---------------|----------------------------------------|---------------------------|----------------|
| **Baseline  Service Item** |                                     | **Accenture**      |   | **Via Networks** |          | **Frequency** |                                   | **Dependencies**          |           | **Sub-steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                                     | **Outputs**        |
|                       |                                     |               |   |                  |          |          |                                   |                      |           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 17                         | For {*****} database                     | ** **         | **Y**  |                  |          |          | **Billing cycles to country schedule** |                      |           |   |   |   | 17.1 update database  and other systems, including CODA, to show {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                     |               |   |                  |          |          |                                   |                      |           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 18                         | Send customer  notification for {*****}  | ** **         | **Y**  |                  |          |          | **Billing cycles to country schedule** |                      | {*****} policy |   |   |   | 18.1 Generate “{*****}”  letters i.a.w. Policy (to be defined) to customer requesting {*****}  18.2 Despatch {*****} letters to customers  18.3 Receive customer responses to first {*****} letter, or {*****} and  continue to second reminder  18.4 If necessary, generate and despatch second {*****} and {*****}  18.5 Receive customer responses to second {*****}, or {*****} and move on to  {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                     |               |   |                  |          |          |                                   |                      |           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 19                         | Update details as per  customer response | ** **         | **Y**  |                  |          |          | **Billing cycles to country schedule** |                      |           |   |   |   | 19.1 update customer  records i.a.w. response from customer  19.2 process new {*****} as required using new details  19.3 ensure new {*****} to show {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                     |               |   |                  |          |          |                                   |                      |           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 20                         | Recommend {*****} if  applicable         | ** **         | **Y**  |                  | **VIA-Sales** |          | **Billing cycles to country schedule** |                      |           |   | Notification to Via Networks customer service representative |   | 20.1 In event of no  response to first and second {*****}, or if second {*****}, trigger {*****}  as required, and i.a.w. country policies, after notifying {*****}  20.2 Update systems as required  20.3 Annotate {*****} accordingly  20.4 put customer account od “{*****}” to prevent {*****} until resolved |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                       |                                          | **Responsibility** |   |                  |         |          |                                   | **Country Applicability** |                                                                                  |
|----------------------------|-----------------------------------------------|--------------------|--------|-----------------------|--------------|---------------|----------------------------------------|---------------------------|---------------------------------------------------------------------------------------|
| **Baseline  Service Item** |                                          | **Accenture**      |   | **Via Networks** |         | **Frequency** |                                   | **Dependencies**          |                                                                                  | **Sub-steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                                          | **Outputs**        |
|                       |                                          |               |   |                  |         |          |                                   |                      |                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 21                         | Maintain standard  {*****} data, {*****} data | ** **         |   |                  | **VIA-Bill** |          | **As Required**                        |                      | Data updates from Via Networks operations, sales or customer service  representatives |   | Updated database |   | 21.1  Maintain local {*****}, updating as  required for new {*****}, etc.  21.2  Implement local {*****} changes  in Billing System  21.3  Define policy for implementing  {*****} at {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                          |               |   |                  |         |          |                                   |                      |                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 22                         | Create {*****} run                            | ** **         |   |                  | **VIA-Bill** |          | **Billing cycles to country schedule** |                      |                                                                                  |   | Create {*****} |   | 22.1  print {*****} for {*****} and {*****}  22.2  filter out any {*****} list  customers to avoid sending {*****} as required  22.3  generate any required {*****} as  notified by VIA management  22.4  stuff bill envelopes and add  postage, using most cost effective mechanism for delivery |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                          |               |   |                  |         |          |                                   |                      |                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 23                         | Send {*****}                                  | ** **         |   |                  | **VIA-Bill** |          | **Billing cycles to country schedule** |                      | Documents are raised                                                                  |   | Documents are sent by local Via Networks Admin team |   | 23.1  Despatch {*****} as appropriate |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                       |                            | **Responsibility** |   |               |                    |          |                                   | **Country Applicability** |                                                                                                  |
|----------------------------|---------------------------------|--------------------|--------|--------------------|-------------------------|---------------|----------------------------------------|---------------------------|-------------------------------------------------------------------------------------------------------|
| **Baseline  Service Item** |                            | **Accenture**      |   | **Via   Networks** |                    | **Frequency** |                                   | **Dependencies**          |                                                                                                  | **Sub-steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                            | **Outputs**        |
|                       |                            |               |   |               |                    |          |                                   |                      |                                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 24                         | Calculate {*****}               |               |   |               | **VIA-Fin****VIA-Bill** |          | **Billing cycles to country schedule** |                      | Local country exceptional requirements to be determined                                               |   |   |   | 24.1  Local OpCos produce {*****} schedule for  {*****}, and forward to VIA-Billing24.2  VIA-Billing inputs {*****} information on  Billing System |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                            |               |   |               |                    |          |                                   |                      |                                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 25                         | Generate and send  {*****}      |               |   |               | **VIA-Bill**            |          | **Daily**                              |                      | {*****} request from business                                                                         |   | {*****} are sent to customer |   | 25.1  Generate and print {*****}25.2  Stuff envelopes and add postage25.3  Despatch {*****} to customers as required |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                            |               |   |               |                    |          |                                   |                      |                                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 27                         | Reconcile {*****} with  {*****} |               | **Y**  |               |                    |          | **Weekly**                             |                      | Accenture receives sales {*****}                                                                      |   | Accenture will check and post documents against {*****} |   | 27.1  Import Billing details from billing system  to CODA  27.2  Validate data transfer is  correct and complete  27.3  Post documents to {*****}  accounts on CODA  27.4  Sign-off Billing and communicate  to Finance {*****} is closed |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                            |               |   |               |                    |          |                                   |                      |                                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 28                         | Input of {*****}                |               | **Y**  |               | **VIA-Fin**             |          | **As Required**                        |                      | Accenture receives {*****} and credit notes (NOT booked NOTE:  Credit Note policy to be defined) |   | Accenture will account for documents raised manually |   | 28.1  VIA Finance generate list of {*****} to be  applied and forward to FSSC28.2  FSSC input {*****} to billing systems,  generate and despatch {*****} to customers |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                            |               |   |               |                    |          |                                   |                      |                                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 29                         | Apply {*****} with  {*****}     |               | **Y**  |               |                    |          | **Daily**                              |                      | A {*****} must match against an {*****}                                                               |   |   |   | 29.1  Import {*****} details from Billing System  to CODA, match to {*****} and post to customer account |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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|                            |                               | **Responsibility** |   |               |        |          |            | **Country Applicability** |                                                                                  |
|---------------------------------|------------------------------------|--------------------|--------|--------------------|-------------|---------------|-----------------|---------------------------|---------------------------------------------------------------------------------------|
| **Baseline  Service Item**      |                               | **Accenture**      |   | **Via   Networks** |        | **Frequency** |            | **Dependencies**          |                                                                                  | **Sub-steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                      |                               | **Outputs**        |
|                            |                               |               |   |               |        |          |            |                      |                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Receive and Allocate**{*****} |                               |               |   |               |        |          |            |                      |                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                            |                               |               |   |               |        |          |            |                      |                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                            | **Manual**{*****}                  |               |   |               |        |          |            |                      |                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                            |                               |               |   |               |        |          |            |                      |                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 30                              | Receive document and  send {*****} |               |   |               | **VIA-Fin** |          | **As Required** |                      | {*****} can arrive directly in Accenture, within the company or Via  Networks {*****} |   | Via Networks sends {*****} with copy to Accenture |   | 30.1  Receive {*****}, copy and {*****} take  original  to {*****}30.2  Send copy of {*****} to FSSC30.3  {*****} received direct by FSSC will be  sent to bank |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                            |                               |               |   |               |        |          |            |                      |                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 31                              | Match and post {*****}  accounts   |               | **Y**  |               |        |          | **Daily**       |                      | Accenture receives {*****} from the {*****} and/or company                            |   | {*****} Allocated & booked |   | 31.1  Match {*****} to {*****} and post to  customer account31.2  Update {*****} information in PRISM |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                            |                               |               |   |               |        |          |            |                      |                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 32                              | Lodge {*****}                      |               | **Y**  |               |        |          | **As Required** |                      | {*****} forms                                                                         |   | {*****} receipt |   | 32.1  For {*****} received direct by FSSC,  {*****} with {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                            |                               |               |   |               |        |          |            |                      |                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 33                              | Update {*****}                     |               | **Y**  |               |        |          | **Daily**       |                      | {*****} have to be posted                                                             |   | {*****} Posted |   | 33.1  Post {*****} and update {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                            |                               |               |   |               |        |          |            |                      |                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                            | **Generate  and Receive**{*****}   |               |   |               |        |          |            |                      |                                                                                  |   |   |   |   |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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|                                       |                                                                                  | **Responsibility** |   |                  |        |          |                    | **Country Applicability** |                                                                                                                                    |
|--------------------------------------------|---------------------------------------------------------------------------------------|--------------------|--------|-----------------------|-------------|---------------|-------------------------|---------------------------|-----------------------------------------------------------------------------------------------------------------------------------------|
| **Baseline  Service Item**                 |                                                                                  | **Accenture**      |   | **Via Networks** |        | **Frequency** |                    | **Dependencies**          |                                                                                                                                    | **Sub-steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                                 |                                                                                  | **Outputs**        |
|                                       |                                                                                  |               |   |                  |        |          |                    |                      |                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 35                                         | Receive {*****} and  information from the {*****}                                     |               | **Y**  |                  |        |          | **To billing schedule** |                      | The {*****} sends data through the {*****} system                                                                                       |   | Accenture collects data from the {*****} |   | 35.1  Collect {*****} information from the local  {*****}35.2  match to declined {*****} list to identify  errors |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                       |                                                                                  |               |   |                  |        |          |                    |                      |                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 36                                         | Receive information  from the customer                                                |               | **Y**  |                  | **VIA-Fin** |          | **To billing schedule** |                      | The Customer will send additional information to Via Netrworks. Via  Networks transfers this info to Accenture                          |   | {*****} Advices Allocated |   | 36.1  Local OpCo receive additional information  from customer36.2  Collate information and send to FSSC36.3  FSSC posts as appropriate to customer  ledger. |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                       |                                                                                  |               |   |                  |        |          |                    |                      |                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 37                                         | Match and post {*****}  accounts                                                      |               | **Y**  |                  |        |          | **Daily**               |                      | {*****} are allocated                                                                                                                   |   | {*****} Booked |   | 37.1  Match {*****} received to {*****} ledger  and book {*****}37.2  Update {*****} history on PRISM |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                       |                                                                                  |               |   |                  |        |          |                    |                      |                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 38                                         | Update  {*****}                                                                  |               | **Y**  |                  |        |          | **Daily**               |                      |                                                                                                                                    |   | {*****} Posted |   | 38.1  Post {*****} and {*****}38.2  Update {*****} history on PRISM |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                       |                                                                                  |               |   |                  |        |          |                    |                      |                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Resolve  Issues / Other Administration** |                                                                                  |               |   |                  |        |          |                    |                      |                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                       |                                                                                  |               |   |                  |        |          |                    |                      |                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                       | **Unmatched**{*****}                                                                  |               |   |                  |        |          |                    |                      |                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                       |                                                                                  |               |   |                  |        |          |                    |                      |                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 39                                         | Transfer data to  dedicated persons and  activefollow-up of response and actions |               | **Y**  |                  |        |          | **As Required**         |                      | In some cases Customers will not make full or correct {*****} (e.g.  deduction of {*****}, etc.) Or customers make unannounced {*****}) |   | Accenture will inform Via Networks of unmatched {*****} and will ask for  additional info. |   | 39.1  Run un-matched {*****} report to identify  unmatched {*****}39.2  Request further information / resolution  from local OpCo staff, using “Ticketing system” to log request |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                       |                                                                                      | **Responsibility** |   |               |                  |          |            | **Country Applicability** |                                            |
|----------------------------|-------------------------------------------------------------------------------------------|--------------------|--------|--------------------|-----------------------|---------------|-----------------|---------------------------|-------------------------------------------------|
| **Baseline  Service Item** |                                                                                      | **Accenture**      |   | **Via   Networks** |                  | **Frequency** |            | **Dependencies**          |                                            | **Sub-steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                                                                                      | **Outputs**        |
|                       |                                                                                      |               |   |               |                  |          |            |                      |                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 40                         | Solve issue and send answers to Accenture                                                 |               |   |               | **VIA-Fin****VIA-CS** |          | **As Required** |                      | Via Networks receives an inquiry from Accenture |   | Via Networks answers ASAP |   | See Issue Resolution |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                      |               |   |               |                  |          |            |                      |                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                       | {*****}**Issues**                                                                         |               |   |               |                  |          |            |                      |                                            |   |   |   |   |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                      |               |   |               |                  |          |            |                      |                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 41                         | Identify reason for  {*****}                                                              |               | **Y**  |               |                  |          | **As Required** |                      | {*****} issues identified                       |   | {*****} issues documented |   | 41.1  Identify {*****} from {*****} list, or as  a result of {*****} through the Customer Services desks  41.2  Investigate issues (review notes  on customer account in CODA) and call client contact if required  41.3  Document results of  investigation |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                      |               |   |               |                  |          |            |                      |                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 42                         | Contact relevant  “resolver” within Via Networks with suggested resolution plan |               | **Y**  |               |                  |          | **As Required** |                      | Suggested resolution plan                       |   |   |   | 42.1  Propose a resolution strategy42.2  identify appropriate resolver within local  VIA company42.3  Raise trouble ticket to trigger resolution |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                      |               |   |               |                  |          |            |                      |                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 43                         | Approve Resolution Plan                                                                   |               |   |               | **VIA-All**           |          | **As Required** |                      |                                            |   | Agreed resolution plan |   | 43.1  Review suggested resolution plan43.2  Approve resolution plan |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                      |               |   |               |                  |          |            |                      |                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 44                         | Chase outstanding  approvals                                                              |               | **Y**  |               |                  |          | **As Required** |                      | Outstanding approvals report                    |   |   |   | 44.1  Monitor outstanding {*****} resolution  tickets and chase as required for approval44.2  Escalate as required according to policy  rules |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                      |               |   |               |                  |          |            |                      |                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 45                         | Action approved plan                                                                      |               | **Y**  |               |                  |          | **As Required** |                      | Agreed resolution plan                          |   |   |   | 45.1  Action approved resolution plans  45.2  Update tickets as required  during resolution  45.3  Close ticket after completing  resolution plan  45.4  Update systems after resolution  ({*****}) |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                       |                                                     | **Responsibility** |   |               |        |          |            | **Country Applicability** |                                                                                    |
|----------------------------|----------------------------------------------------------|--------------------|--------|--------------------|-------------|---------------|-----------------|---------------------------|-----------------------------------------------------------------------------------------|
| **Baseline  Service Item** |                                                     | **Accenture**      |   | **Via   Networks** |        | **Frequency** |            | **Dependencies**          |                                                                                    | **Sub-steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                                                     | **Outputs**        |
|                       |                                                     |               |   |               |        |          |            |                      |                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                       | **Process**{*****}**and Issue**{*****}                   |               |   |               |        |          |            |                      |                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                       |                                                     |               |   |               |        |          |            |                      |                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 46                         | Process {*****} and  issue {*****}                       |               |   |               | **VIA-Fin** |          | **As Required** |                      | Via Networks will address the issue and communicate and/or send  {*****} and/or {*****} |   | Accenture will account for these {*****} |   | 46.1  Communicate with customers as required,  and agree resolution46.2  Local OpCo authorises {*****} I.a.w. local  and {*****} Policy46.3  Local OpCo communicates credit notes and  adjustments to FSSC |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                     |               |   |               |        |          |            |                      |                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 47                         | Account for the {*****}                                  |               | **Y**  |               |        |          | **As Required** |                      |                                                                                    |   |   |   | 47.1  FSSC generate, print and despatch {*****}47.2  FSSC post {*****} and {*****} to customer  ledger |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                     |               |   |               |        |          |            |                      |                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                       | **Manage**{*****}                                        |               |   |               |        |          |            |                      |                                                                                    |   |   |   |   |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                     |               |   |               |        |          |            |                      |                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 48                         | At period end, produce  a {*****} breakdown by affiliate |               | **Y**  |               |        |          | **Monthly**     |                      | Accenture will produce {*****} from affiliates                                          |   | Accenture analyse {*****} and manage {*****} |   | 48.1  Complete full reconciliation of {*****}  between each entity and corporate, and each entity with each other |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                     |               |   |               |        |          |            |                      |                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 49                         | Send balances to  corporate finance                      |               | **Y**  |               |        |          | **Monthly**     |                      |                                                                                    |   | Accenture will send balances to the corporate finance team |   | 49.1  Send balance confirmation to each entity  49.2  Local entity identifies and  reports any discrepencies  49.3  Resolve disputes or issues (see  step 51) |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                     |               |   |               |        |          |            |                      |                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 50                         | Process and apply  {*****} to {*****} receivables        |               | **Y**  |               |        |          | **Monthly**     |                      |                                                                                    |   | Accenture will process and apply {*****} |   | 50.1  After reconciliation and confirmation,  corporate makes {*****} to {*****} to the whole value of the receivable  account50.2  Manage transfers {*****} as required. |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                     |               |   |               |        |          |            |                      |                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 51                         | Manage Disputes process  as per Issue Resolution         |               | **Y**  |               |        |          | **As Required** |                      | Disputes can arise {*****}                                                              |   | Accenture will manage the “accounting” side of the dispute |   | 51.1  On an ad-hoc basis, manage disputes and  arbitrate as necessary for {*****}51.2  Document and archive disputes and  resolutions for future reference. |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                       |                                             | **Responsibility** |   |               |        |          |            | **Country Applicability** |                                                       |
|----------------------------|--------------------------------------------------|--------------------|--------|--------------------|-------------|---------------|-----------------|---------------------------|------------------------------------------------------------|
| **Baseline  Service Item** |                                             | **Accenture**      |   | **Via   Networks** |        | **Frequency** |            | **Dependencies**          |                                                       | **Sub-steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                                             | **Outputs**        |
|                       |                                             |               |   |               |        |          |            |                      |                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                       | **Prepare  and make**{*****}**to**{*****}        |               |   |               |        |          |            |                      |                                                       |   |   |   |   |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                             |               |   |               |        |          |            |                      |                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 52                         | Prepare and send list of  customers with {*****} |               | **Y**  |               |        |          | **Weekly**      |                      | Some customer accounts show {*****}                        |   | Accenture will provide a report of the {*****} and send them to Via  Networks for decision |   | 52.1  Run report to generate list of {*****}  with {*****}52.2  Investigate {*****} to determine cause52.3  Send list of {*****} with {*****} to local  OpCo |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                             |               |   |               |        |          |            |                      |                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 53                         | Decide on a {*****} of  the {*****}              |               |   |               | **VIA-Fin** |          | **Weekly**      |                      | Via Networks receives the report                           |   | Via Networks will decide on a {*****} and communicate its decision to  Accenture |   | 53.1  Analyse reasons for {*****}  53.2  Decide on course of action in  each case ({*****}, ignore, other)  53.3  Advise FSSC on action to be  taken |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                             |               |   |               |        |          |            |                      |                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 54                         | Prepare and send  payment to the {*****}         |               | **Y**  |               |        |          | **Weekly**      |                      | Via Networks makes decision on refund                      |   | Accenture will prepare the refund |   | 54.1  Receive instructions for course of action  from local OpCo54.2  Process refunds as instructed and post to  customer ledger54.3  Document action taken in CODA54.4  Adjustments and Credit Notes to be done in  PRISM |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                             |               |   |               |        |          |            |                      |                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 55                         | Inform customer                                  |               | **Y**  |               |        |          | **Weekly**      |                      |                                                       |   | Accenture will inform the originator |   | 55.1  Generate {*****} advise and covering  letter for {*****} where necessary55.2  Print and despatch advise note to customer |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                             |               |   |               |        |          |            |                      |                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                       | **Others**                                       |               |   |               |        |          |            |                      |                                                       |   |   |   |   |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                             |               |   |               |        |          |            |                      |                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 56                         | Produce Reports and  answer Queries              |               | **Y**  |               |        |          | **As Required** |                      | The {*****} ask for a particular report and raises Queries |   | Accenture will provide a helpdesk to answer specific demands |   | 56.1  Generate and make available standard  reports for OpCos i.a.w. reporting schedule56.2  On request from local OpCo, generate and  make available ad-hoc reports56.3  Manage helpdesk, including logging all  queries in a trouble ticketing system56.4  Manage {*****} process, logging requests  for enhancements, prioritising requests in conjunction with VIA Management,  and implementing enhancements as agreed |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGECOMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THEOMITTED PORTIONS.*******

 
|                       |                             | **Responsibility** |   |               |   |          |            | **Country Applicability** |                                                                         |
|----------------------------|----------------------------------|--------------------|--------|--------------------|--------|---------------|-----------------|---------------------------|------------------------------------------------------------------------------|
| **Baseline  Service Item** |                             | **Accenture**      |   | **Via   Networks** |   | **Frequency** |            | **Dependencies**          |                                                                         | **Sub-steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                             | **Outputs**        |
|                       |                             |               |   |               |   |          |            |                      |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 57                         | Reports for Management  Review   |               | **Y**  |               |   |          | **As Required** |                      | The Customer and/or Business ask for a particular report and raises  Queries |   | Accenture will provide a helpdesk to answer specific demands |   | 57.1  Generate and distribute standard reports  for VIA Corporate Management Review I.a.w. standard reporting schedule  57.2  On request by Corporate  Management, Internal Audit, or External Audit, generate and make available  ad-hoc reports as required |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                             |               |   |               |   |          |            |                      |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 58                         | File and archive                 |               | **Y**  |               |   |          | **Monthly**     |                      | Via Networks requests documents to be archived                               |   | Accenture will File and Archive data and documents |   | 58.1  File and archive OpCo and Corporate  reports |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                             |               |   |               |   |          |            |                      |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 59                         | Determine and book  {*****} |               | **Y**  |               |   |          | **Monthly**     |                      | According to Via Networks Rules                                              |   | Calculate and Book |   | ??? |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                             |               |   |               |   |          |            |                      |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 60                         | Reconciliation {*****}           |               | **Y**  |               |   |          | **Monthly**     |                      |                                                                         |   | Reconciliation Report |   |   |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                             |               |   |               |   |          |            |                      |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 61                         | Reconciliation between  {*****}  |               | **Y**  |               |   |          | **Monthly**     |                      | According to Accounting Principles                                           |   | Reconciliation Report |   | 61.1  Compare balance on {*****} to {*****}  account61.2  List and investigate differences61.3  Process journal entries if required |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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**ORDER TO CASH PROCESS- CREDIT & COLLECTION MANAGEMENT**
| **New Customer** | **Maintain Customer Data** | **Manage Collection Process** |
|------------------|----------------------------|-------------------------------|

 
|                           |                                                    | **Responsibility** |   | **Dependencies**   |                    | **Steps and Activities** |         | **Country Applicability** |                                                  |        |
|--------------------------------|---------------------------------------------------------|--------------------|--------|--------------------|-------------------------|--------------------------|--------------|---------------------------|-------------------------------------------------------|-------------|
| **Baseline  Service****Item**  |                                                    | **Accenture**      |   | **Via   Networks** |                    | **Frequency**            |         | **Inputs**                |                                                  | **Outputs** |   |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
|                           |                                                    |               |   |               |                    |                     |         |                      |                                                  |        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 62                             | Establish and update  {*****} Policy                    |               |   |               | VIA-FIN                 |                     | As Required  |                      | Via Networks establishs the  {*****} policy           |        | Via Networks will  administrate the  Policy |   | 62.1  Review and update {*****} Policies Manual  and {*****} as they relate to the Order to Cash processes   62.2  Identify any missing Policies  from the activity 1.1 above which are required to support the FSSC standard  processes, and define and document them. |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                           |                                                    |               |   |               |                    |                     |         |                      |                                                  |        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 63                             | Receive {*****} enquiry                                 |               |   |               | VIA CS VIA-FIN VIA-Bill |                     | Daily        |                      | A {*****} contacts Via  Networks with a {*****} query |        | Via Networks will activate  the  policy |   | 63.1  Receive, log and categorise {*****}  enquiry   63.2 Discuss enquiry with {*****} if necessary   63.3  Check PRISM for information   63.4  Resolve issue if possible, if  not, escalate to 2nd Line {*****} for resolution |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                           |                                                    |               |   |               |                    |                     |         |                      |                                                  |        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 64                             |                                                    |               |   |               |                    |                     |         |                      |                                                  |        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                           |                                                    |               |   |               |                    |                     |         |                      |                                                  |        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 65                             |                                                    |               |   |               |                    |                     |         |                      |                                                  |        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                           |                                                    |               |   |               |                    |                     |         |                      |                                                  |        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 66                             |                                                    |               |   |               |                    |                     |         |                      |                                                  |        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                           |                                                    |               |   |               |                    |                     |         |                      |                                                  |        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 67                             | Maintain and update {*****}  file {*****}               |               | Y      |               |                    |                     | Daily        |                      | Via Networks communicates  the decision to Accenture  |        | Accenture updates the  {*****} file |   | 67.1  VIA notifies FSSC of {*****} decisions for  new and existing {*****}   67.2  FSSC updates {*****} status of  {*****} on systems |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                           |                                                    |               |   |               |                    |                     |         |                      |                                                  |        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 68                             | Produce {*****} Reports  (updates for existing {*****}) |               | Y      |               |                    |                     | Daily        |                      | Via Networks asks for a  {*****} report               |        | Accenture will deliver the  report based on an agreed format |   | 68.1  Examine {*****} history of existing  {*****}   68.2 Assess {*****} regularly based on {*****} history and exposure to  {*****} (to an agreed business rules matrix)   68.3 Update {*****} status on systems as a result, blocking accounts as  required |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                           |                                                    |               |   |               |                    |                     |         |                      |                                                  |        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Manage  Collection Process** |                                                    |               |   |               |                    |                     |         |                      |                                                  |        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                           |                                                    |               |   |               |                    |                     |         |                      |                                                  |        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 69                             | Establish {*****} Policies                              |               |   |               | VIA-FIN                 |                     | As  Required |                      | Via Networks establishes a  {*****} policy            |        | Accenture will administrate  the Policy |   | 69.1  Define, agree and document a standard  {*****} policy.  {*****} policy must  include standard conditions for sending {*****}, etc.   69.2  Communicate the agreed {*****}  policy to Accenture |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                |                                                         |                    |        |                    |                         |                          |              |                           |                                                       |             |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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|                       |   | **Responsibility**                                                                        |       | **Dependencies**   |   |          |   | **Country Applicability** |   |
|----------------------------|--------|-------------------------------------------------------------------------------------------|------------|--------------------|--------|---------------|--------|---------------------------|--------|
| **Baseline  Service Item** |   | **Accenture**                                                                             |       | **Via   Networks** |   | **Frequency** |   | **Inputs**                |   | **Outputs** |   | **Steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
|                       |   |                                                                                      |       |               |   |          |   |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 70                         |   | Identify reason for {*****}                                                               | ** ** | **Y**              |   |          |   | **Daily**                 |   | Non {*****} issues  identified |   | {*****} issues documented |   | 70.1  Recognise {*****} from {*****} reports and  receipts matching activities   70.2  Produce report of {*****}   70.3  Contact customer to determine  reason for {*****}   70.4  Document reason for {*****}   70.5  Define and documment a suggested  resolution plan on report |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |   |                                                                                      |       |               |   |          |   |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 71                         |   | Contact relevant  "resolver" within Via Networks with suggested resolution plan | ** ** | **Y**              |   |          |   | **Daily**                 |   | Suggested resolution plan |   |   |   | 71.1  FSSC contacts appropriate resolver in VIA  to discuss and agree resolution plan   71.2  Appropriate resolver will be  identified by reference to business rules matrix based on importance / value  of {*****}, etc. |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |   |                                                                                      |       |               |   |          |   |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 72                         |   | Approve Resolution Plan                                                                   |       |               |   | **VIA-MGMNT** |   | **Daily**                 |   |   |   | Agreed resolution plan |   | 72.1  VIA resolver authorises agreed resolution  plan |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |   |                                                                                      |       |               |   |          |   |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 73                         |   | Chase outstanding approvals                                                               | ** ** | **Y**              |   |          |   | **Daily**                 |   | Outstanding approvals report |   |   |   | 73.1  FSSC monitor progress on approvals   73.2  FSSC chase overdue approvals |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |   |                                                                                      |       |               |   |          |   |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 74                         |   | Action approved plan                                                                      | ** ** | **Y**              |   |          |   | **Daily**                 |   | Agreed resolution plan |   |   |   | 74.1  FSSC action approved plans  74.2  FSSC document actions and  results   74.3  Report metrics of action  effectiveness |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |   |                                                                                      |       |               |   |          |   |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 75                         |   | Produce {*****} Report                                                                    | ** ** | **Y**              |   |          |   | **Weekly**                |   |   |   | Accenture will issue reports on a agreed format and communicate them  to Via Networks |   | 75.1  Daily review of {*****} aged {*****}   75.2 Extract {*****} information to Excel, reformat data as required to  facilitate {*****} process   75.3 |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

 

 

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|                      |   |                                         |       | **Responsibility** |   | **Dependencies** |   |        |   | **Country Applicability**                                                                                                                        |   |
|---------------------------|--------|----------------------------------------------|------------|--------------------|--------|------------------|--------|-------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| **Baseline Service Item** |   | **Accenture**                                |       | **Via   Networks** |   | **Frequency**    |   | **Inputs**  |   | **Outputs**                                                                                                                                      |   | **Steps and Activitie** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| 76                        |   | Send {*****} (before and/or  after due date) |       | **Y**              |   |             |   | **Monthly** |   | Policy defining {*****} and {*****} for each segment                                                                                             |   | Based on the Collection Policy, Accenture will issue and send {*****}  Statements |   | 76.1  Identify {*****} to be sent statements  from activity 75 and I.a.w. the agreed {*****} policy   76.2  De-dupe statements list against  current {*****} list   76.3  Print statements   76.4  Validate statements for  accuracy  ({*****} initially, reducing  to sample once billing accuracy verified)   76.5  Despatch statements   76.6  Deal with {*****} resulting from  receipt of statements (expect {*****} as a guide)   76.7  Action resolutions, update  systems and {*****} list, document results |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                      |   |                                         |       |               |   |             |   |        |   |                                                                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 77                        |   | {*****}                                      | ** ** | **Y**              |   |             |   | **Monthly** |   | Policy defining {*****} and  {*****} segmentation and {*****} for each segment When overdue, the {*****}  will receive {*****} I.a.w. the policy |   | According to the {*****}  Policy, Accenture will send {*****} |   | 77.1  Identify {*****} to be sent {*****} from  activity 75 and I.a.w. the agreed {*****} policy   77.2  De-dupe {*****} list against  current {*****} list   77.3  Print {*****}   77.4  Validate {*****} for  accuracy  ({*****} initially, reducing  to sample once billing accuracy verified)   77.5  Despatch {*****}   77.6  Deal with {*****} resulting from  receipt of {*****} (expect {*****} as a guide   77.7  Action resolutions, update  systems and {*****} list, document results |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                      |   |                                         |       |               |   |             |   |        |   |                                                                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 78                        |   | {*****}                                      | ** ** | **Y**              |   |             |   | **Weekly**  |   | Policy defining {*****}  segmentation and {*****} strategy for each segment The {*****} has  passed                                         |   | Via Networks Collects,  Accenture prepares the documents |   | 78.1  Identify {*****} to be sent {*****} from  activity 75, 76 and I.a.w. the agreed {*****} policy  78.2  De-dupe {*****} list against  current {*****} list   78.3  Print {*****}   78.4  Validate {*****} for  accuracy  ({*****} initially, reducing  to sample once billing accuracy verified)   78.5  Despatch {*****}   78.6  Deal with {*****} resulting from  receipt of {*****} (expect {*****} as a guide)   78.7  Action resolutions, update  systems and {*****} list, document results |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

** **

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|                       |   |                           |       | **Responsibility** |       | **Dependencies** |   |            |   | **Country Applicability**                                          |   |
|----------------------------|--------|--------------------------------|------------|--------------------|------------|------------------|--------|-----------------|--------|--------------------------------------------------------------------|--------|
| **Baseline  Service Item** |   | **Accenture**                  |       | **Via   Networks** |       | **Frequency**    |   | **Inputs**      |   | **Outputs**                                                        |   | **Steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
|                       |   |                           |       |               |       |             |   |            |   |                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 79                         |   | {*****} Collection             | ** ** |               | ** ** | **{*****}**      |   | **As Required** |   |                                                               |   | Via Networks will handle  {*****} |   | 79.1  Initiate local country {*****} process   79.2  Document results   79.3  {*****}   79.4  {*****} as appropriate |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |   |   |
|                       |   |                           |       |               |       |             |   |            |   |                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 80                         |   | Decide on {*****} / {*****}    | ** ** |               | ** ** | **VIA-FIN**      |   | **Monthly**     |   | Via Networks have to decide  to account for {*****} and/or {*****} |   | Via Networks had decided |   | 80.1  Apply criteria to {*****} I.a.w. global  finance and local policies   80.2  List {*****} and authorise by  local OpCo management |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |   |                           |       |               |       |             |   |            |   |                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 81                         |   | Account for {*****} /  {*****} | ** ** | **Y**              | ** ** |             |   | **Monthly**     |   | Via Networks decision is  sent to Accenture                        |   | Accenture {*****} in  accordance with the  business decision |   | 81.1  Do journal entry to post {*****}   81.2  Match to general provision as  appropriate |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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| **ORDER TO CASH PROCESS – CASH  AND BANK** |
|-------------------------------------------------|
|                                            | **Manage Bank Accounts** | **Process Bank Transaction** | **Cash Forecasting** | **Bank Reconciliations** |   |

 
|                                |   | **Responsibility**                             |       | **Dependencies**      |   |          |   | **Country Applicability** |   |
|-------------------------------------|--------|------------------------------------------------|------------|-----------------------|--------|---------------|--------|---------------------------|--------|
| **Baseline Service Item**           |   | **Accenture**                                  |       | **Via Networks** |   | **Frequency** |   | **Inputs**                |   | **Outputs** |   | **Sub-steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
|                                |   |                                           |       |                  |   |          |   |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 82                                  |   | Manage {*****} relations  for {*****} accounts | ** ** |                  |   | **VIA-FIN**   |   | **As Required**           |   |   |   |   |   | 82.1  Deal with {*****} customer service centres  in the event of questions or issues   82.2  Interface with {*****} Manager  on an ad-hoc basis, e.g. setting up {*****}, etc   82.3  Locally manage {*****} accounts  as required |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                |   |                                           |       |                  |   |          |   |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 83                                  |   | Establish and control  {*****} accounts        | ** ** |                  |   | **VIA-FIN**   |   | **As Required**           |   | Via Networks  {*****} and  {*****} policy |   |   |   | 83.1  On a daily basis, reconcile {*****} to the  {*****}   83.2  Reconcile other {*****} account  statements to {*****} monthly   83.3  Close {*****} accounts on ad-hoc  basis as part of {*****} account rationalisation, involves informing  customers of changing circumstances / details |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                |   |                                           |       |                  |   |          |   |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 84                                  |   | Manage {*****}-related  activities             | ** ** |                  |   | **VIA-FIN**   |   | **As Required**           |   | Via Networks  bank and  treasury policy |   |   |   | 84.1  Monthly, complete {*****} instructions to  {*****} for {*****}   84.2  Respond to {*****} call-backs  relating to {*****}   84.3  Receive paper notification  of transaction, and process related  charges and account for transaction  84.4  Manage {*****} from {*****} and  other {*****} customers |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
| **Process  non Coded Transactions** |   |

 

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|                       |   |                                                                                                       |       | **Responsibility** |       | **Dependencies** |   |            |   | **Country Applicability**                                   |   |
|----------------------------|--------|------------------------------------------------------------------------------------------------------------|------------|--------------------|------------|------------------|--------|-----------------|--------|-------------------------------------------------------------|--------|
| **Baseline  Service Item** |   | **Accenture**                                                                                              |       | **Via  Networks**  |       | **Frequency**    |   | **Inputs**      |   | **Outputs**                                                 |   | **Sub-steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
|                       |   |                                                                                                       |       |               |       |             |   |            |   |                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 85                         |   | {*****} : account for non  coded  transactions                                                        | ** ** |               | ** ** | **VIA-FIN**      |   | **Ad Hoc**      |   | Via Networks sends account  info through the {*****} system |   | Via Networks checks the  data, identifies non coded operations and accounts for them |   | 85.1  Check {*****}, etc to non-suppliers for  non-coded items   86.2  Check receipts on {*****} that  cannot be allocated to a customer to identify non coded transactions   86.3  FSSC provide list of uncoded  items to local OpCo for definition of action / resolution  Needs to be done on a daily basis. |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
| **{*****}  Forecasts**     |   |                                                                                                       |       |               |       |             |   |            |   |                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 86                         |   | Provide {*****} information  on Accounts {*****}   Accounts {*****}   {*****} matters managed by Accenture | ** ** | **Y**              |       |             |   | **Monthly**     |   | Via Networks asks {*****}  for {*****}                      |   | Accenture can provide  forecasts based upon data available in the accounting System. |   | 86.1  {*****} and as required, {*****} for up to  {*****} days based on outstanding {*****} and {*****} logged on CODA, plus  other known events, e.g. VAT, PAYE, {*****}, other non PO outgoings   86.2  {*****}, and as required,  {*****} for up to {*****} days based on {*****}, local knowledge, {*****}   86.3  Map information from 86.1 and  86.2 onto corporate {*****} template and provide to corporate and local  management as required  86.4  Weekly, update corporate {*****}  statements and distribute. |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |   |                                                                                                       |       |               |       |             |   |            |   |                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 87                         |   | Monthly Forecast                                                                                           | ** ** | **Y**              | ** ** |             |   | **Monthly**     |   | Via Networks asks for  cash  forecasts                 |   | Accenture gathers all  information and prepares the Forecast |   | As above |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |   |                                                                                                       |       |               |       |             |   |            |   |                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 88                         |   | Six Monthly Forecast                                                                                       | ** ** | **Y**              | ** ** |             |   | **6   Monthly** |   | Via Networks asks for  cash  forecasts                 |   | Accenture gathers all  information and prepares the Forecast |   | Not done |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |   |                                                                                                       |       |               |       |             |   |            |   |                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                       |   | **{*****}  Reconciliation**                                                                                |       |               |       |             |   |            |   |                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                            |        |                                                                                                            |            |                    |            |                  |        |                 |        |                                                             |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

 

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|                       |   | **Responsibility**            |       | **Dependencies** |       |          |        | **Country Applicability** |                      |
|----------------------------|--------|-------------------------------|------------|------------------|------------|---------------|-------------|---------------------------|---------------------------|
| **Baseline  Service Item** |   | **Accenture**                 |       | **Via Networks** |       | **Frequency** |        | **Inputs**                |                      | **Outputs** |   | **Sub-steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
|                       |   |                          |       |             |       |          |        |                      |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 89                         |   | Reconcile {*****}  Statements | ** ** | **Y**            | ** ** |          | **Monthly** |                      | {*****} Statements arrive |   | Accenture has to reconcile  the {*****} Statements |   | 89.1  On a daily basis, reconcile {*****} to the  {*****}   89.2  Reconcile other {*****} account  statements to {*****} monthly   89.3  Close {*****} accounts on ad-hoc  basis as part of {*****} account rationalisation, involves informing  customers of changing circumstances / details |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
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| **ORDER TO CASH PROCESS –  SUBSCRIPTION RENEWALS** |
|---------------------------------------------------------|
| **Identify  Upcoming Renewals**                         | **Customer  Renewals  Process** | **Supplier  Renewals  Process** | **Raise  Invoice** | **Receive and Allocate  Payments** |

 
|                               |   | **Responsibility**                                                                   |       | **Dependencies** |       |          |             | **Country Applicability** |                                                                                                                                   |
|------------------------------------|--------|--------------------------------------------------------------------------------------|------------|------------------|------------|---------------|------------------|---------------------------|----------------------------------------------------------------------------------------------------------------------------------------|
| **Baseline  Service Item**         |   | **Accenture**                                                                        |       | **Via Networks** |       | **Frequency** |             | **Inputs**                |                                                                                                                                   | **Outputs** |   | **Sub-steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
|                               |   |                                                                                 |       |             |       |          |             |                      |                                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 90                                 |   | Define company policies and  procedures relating to {*****}                          | ** ** |             | ** ** | **VIA-FIN**   | **As  Required** |                      | Via Networks defines the  company policies and procedures                                                                              |   | Accenture will administrate  the Policy |   | 90.1 Review existing  policies for {*****}   90.2  Examine existing {*****} to  identify standards and what policies can be supported with minimum disruption  to business   90.3  Define standard policy to be  implemented by FSSC |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
| **Identify  Upcoming Renewals**    |   |                                                                                 |       |             |       |          |             |                      |                                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 91                                 |   | Generate {*****} renewal  lookahead forecast based on our own data                   | ** ** |             |       | **VIA-FIN**   |             |                      | CRM / Billing system report  on forthcoming {*****}                                                                                    |   |   |   | 91.1  Generate report (standard) identifying  forthcoming {*****} based on data from CRM / Billing |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                               |   |                                                                                 |       |             |       |          |             |                      |                                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 92                                 |   | Generate {*****} lookahead  forecast based on data from {*****}, where applicable    | ** ** |             |       | **VIA-FIN**   |             | )                         | {*****} reminders from  suppliers where available ({*****} Information), partner web site portals  with suppliers ({*****} information |   |   |   | 92.1  Collect and collate {*****} information  where available |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                               |   |                                                                                 |       |             |       |          |             |                      |                                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 93                                 |   | Reconcile VIA information  with {*****} information and resolve, correct differences | ** ** |             |       | **VIA-FIN**   |             |                      | Consolidated and agreed  third party {*****} information                                                                               |   |   |   | 93.1  Reconcile VIA {*****} with {*****} where  appropriate   93.2  Identify and list conflicts with  our data and {*****} information  93.3  Resolve data conflicts, updating  source data as appropriate |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                               |   |                                                                                 |       |             |       |          |             |                      |                                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 94                                 |   | Produce Master {*****}  lookahead list for {*****} days ahead.                       | ** ** |             |       | **VIA-FIN**   |             |                      | Master {*****} lookahead  list                                                                                                         |   |   |   | 94.1  based on output from activities 91, 92 and  93, produce a master {*****} lookahead list |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
| **{*****}  and {*****} Processes** |   |                                                                                 |       |             |       |          |             |                      |                                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 95                                 |   | Send first {*****} to  customers                                                     | ** ** | **Y**            |       |          |             |                      | Master {*****} lookahead  list                                                                                                         |   | First {*****} |   | 95.1  Based on master {*****} list, send first  {*****} to customers {*****} days in advance of {*****}   95.2  Include cancellation form and  new payments detail form with reminder |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                               |   |                                                                                 |       |             |       |          |             |                      |                                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 96                                 |   | Send {*****} to customers                                                            | ** ** | **Y**            |       |          |             |                      | Master {*****} list and  customer responses to {*****}                                                                                 |   | Second {*****} |   | 96.1  If no response from customers to {*****},  send {*****} letter {*****} days in advance of {*****}   96.2  Include threat and consequences  of cancellation with {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                                    |        |                                                                                      |            |                  |            |               |                  |                           |                                                                                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

 

 

 

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|                       |   |                                          |       | **Responsibility** |   | **Dependencies** |   |       |   | **Country Applicability**     |   |
|----------------------------|--------|-----------------------------------------------|------------|--------------------|--------|------------------|--------|------------|--------|-------------------------------|--------|
| **Baseline  Service Item** |   | **Accenture**                                 |       | **Via Networks**   |   | **Frequency**    |   | **Inputs** |   | **Outputs**                   |   | **Sub-steps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
|                       |   |                                          |       |               |   |             |   |       |   |                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 97                         |   | Log and action {*****} to  {*****}            | ** ** | **Y**              |   |             |   |       |   | Customer responses to {*****} |   |   |   | 97.1  If customers cancel {*****}, trigger  future cancellation process for cancelled {*****}, suspend billing from  cancellation date, cancel {*****}, block payment to {*****} for cancelled  {*****}  97.2 If customers renew {*****}, update payment details and renewal date on  CRM / Billing systems, mark {*****} as OK to say 97.3 If no response, proceed  as directed by policy |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |   |                                          |       |               |   |             |   |       |   |                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 98                         |   | Cancel or Renew {*****} for  {*****} services | ** ** |               |   | **VIA-Prov**     |   |       |   |                          |   |   |   | 98.1  Follow supplier-specific processes for  cancellation / renewal of {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                            |        |                                               |            |                    |        |                  |        |            |        |                               |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

 

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| **RECORD TO REPORT - GENERAL  ACCOUNTING** |
|--------------------------------------------|
|                                       | **Maintain Chart of  Accounts** | **Closing Process** | **Reconciliations** | **Reviews** | **Queries and Statistics** |   |

 
|                         |                                                                                                                | **Responsibility** |   |               |                     |          |            | **Country Applicability** |                                                                              |
|------------------------------|---------------------------------------------------------------------------------------------------------------------|--------------------|--------|--------------------|--------------------------|---------------|-----------------|---------------------------|-----------------------------------------------------------------------------------|
| **Baseline  Service Item**   |                                                                                                                | **Accenture**      |   | **Via   Networks** |                     | **Frequency** |            | **Dependencies**          |                                                                              | **Substeps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                   |                                                                                                                | **Outputs**        |
|                         |                                                                                                                |               |   |               |                     |          |            |                      |                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 1                            | **Define Chart of Accounts**a. Check accounts that  should be created  b. Define codes and validate with management |               |   |               | **VIA-FIN**              |          | **As Required** |                      |                                                                              |   | Chart of Accounts |   | 1.1  Review existing chart of accounts, across  all countries  1.2  Update chart of accounts as  necessary in light of new systems / processes  1.3  Check consistency of COA across  all countries  1.4  Approve and publish revised chart  of accounts |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                         |                                                                                                                |               |   |               |                     |          |            |                      |                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 2                            | **Maintain Chart of Accounts  -**create accounts in  General Ledger                                                 |               | **Y**  |               | {*****}**through 2003**  |          | **As Required** |                      | Chart of Accounts template                                                        |   | GL accounts created |   | 2.1  Receive authorised request for change to  COA from OpCo (element 2 or above only)  2.2  Check compliance of request  against rules / policy  2.3  Check impact of change (I.e.  updates of standing Cognos Reports, CRM/Database changes)  2.4  Update COA as necessary, and  initiate any other necessary changes to other systems |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                         |                                                                                                                |               |   |               |                     |          |            |                      |                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 3                            | Maintain  mapping tables                                                                                            |               | **Y**  |               | {*****}**through 2003?** |          | **As Required** |                      |                                                                              |   | Updated mapping tables in CODA |   | 3.1  Update mapping tables as required |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                         |                                                                                                                |               |   |               |                     |          |            |                      |                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Monitor the **{*****} |                                                                                                                |               |   |               |                     |          |            |                      |                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                         |                                                                                                                |               |   |               |                     |          |            |                      |                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 4                            | Coordinate  interface with and upload data from sub-systems                                                         |               | **Y**  |               |                     |          | **As Required** |                      | interfaces with other systems on a country  by country basis (e.g billing, banks) |   | Accenture will check the data from the  interfaced systems for accuracy |   | 4.1  Import data from {*****}  4.2  Validate correct data received  through interfaces by carrying out validation checks and reports as required  4.3  Investigate differences  4.4  Post to books |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                         |                                                                                                                |               |   |               |                     |          |            |                      |                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 5                            | Prepare  and Validate {*****}                                                                                       |               |   |               | **VIA-FIN**              |          | **Monthly**     |                      |                                                                              |   | Document detailling {*****} |   | 5.1  Enter non-recurring {*****} and {*****}  and other accounting adjustments into {*****}  5.2  Validate {*****} types ({*****}),  journal balances, codes, and authorisation as required |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                         |                                                                                                                |               |   |               |                     |          |            |                      |                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 6                            | Account  and Post non-{*****}                                                                                       |               |   |               | **VIA-FIN**              |          | **Monthly**     |                      |                                                                              |   | Via Networks  Books the {*****} |   | 6.1  Run {*****} uploader if required, or  manually enter {*****} entries into CODA, either through in-tray or directly  into books |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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|                       |                                                                       | **Responsibility** |   |               |        |          |            | **Country Applicability** |                                                                                             |
|----------------------------|----------------------------------------------------------------------------|--------------------|--------|--------------------|-------------|---------------|-----------------|---------------------------|--------------------------------------------------------------------------------------------------|
| **Baseline  Service Item** |                                                                       | **Accenture**      |   | **Via   Networks** |        | **Frequency** |            | **Dependencies**          |                                                                                             | **Substeps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                                                                       | **Outputs**        |
|                       |                                                                       |               |   |               |        |          |            |                      |                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 7                          | Manage data and accruals of {*****} charges                                |               | **Y**  |               |        |          | **Monthly**     |                      | Each country will agree and transfer the  list of {*****} at the beginning of the financial year |   | Accenture manage and accounts for these {*****} |   | 7.1  Enter any {*****}  and {*****} and other  accounting adjustments into {*****}7.2  Validate {*****}  balances, codes, and authorisation as required7.3  Post recurring {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                       |               |   |               |        |          |            |                      |                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 8                          | Define {*****} and  related rates                                          | ** **         |   |               | **VIA-FIN** |          | **As Required** |                      | Charges have to be {*****} to Cost and profit Centres                                            |   | Via Networks defines the {*****} rules and tables |   | 8.1  Define policies and rules for each type of  expense8.2  As required, define cost centres and pools |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                       |               |   |               |        |          |            |                      |                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 9                          | Set-up and Maintenance  of ratesAccounting  and posting of {*****}         | ** **         | **Y**  |               |        |          | **Monthly**     |                      | Accenture receives the {*****} rules and tables                                                  |   | Accenture prepares the system, accounts and posts the {*****} |   | 9.1  Receive policies and rules and cost centre  information from VIA-Finance9.2  Update CODA tables as required |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                       |               |   |               |        |          |            |                      |                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 10                         | Accounting and posting  of allocations                                     | ** **         | **Y**  |               |        |          | **Monthly**     |                      | Accenture receives the {*****} rules and tables                                                  |   | Accenture prepares the system, accounts and posts the {*****} |   | 10.1  Allocate {*****} to expense |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                       |               |   |               |        |          |            |                      |                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 11                         | Prepare {*****} with  relevant information                                 | ** **         | **Y**  |               |        |          | **Monthly**     |                      | {*****} request from country FD                                                                  |   | Accenture prepares at months end, or when asked, {*****} |   | 11.1  Run {*****}  report in Cognos11.2  Distribute {*****} report as required |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                       |               |   |               |        |          |            |                      |                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| {*****}**Reconciliation**  |                                                                       |               |   |               |        |          |            |                      |                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                       |                                                                       |               |   |               |        |          |            |                      |                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 12                         | Check and reconcile  accounts for which the Business is responsible{*****} | ** **         |   |               | **VIA-FIN** |          | **Monthly**     |                      | At {*****} need to be reconciled                                                                 |   | {*****} complete |   | 12.1  Check and {*****}12.2  Carry out {*****} count at each quarter  end of inventory, {*****} as necessary |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                            |                                                                                                                                          | **Responsibility** |   |                  |        |          |                       | **Country Applicability** |                                                                                                     |
|---------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------|--------------------|--------|-----------------------|-------------|---------------|----------------------------|---------------------------|----------------------------------------------------------------------------------------------------------|
| **Baseline  Service Item**      |                                                                                                                                          | **Accenture**      |   | **Via Networks** |        | **Frequency** |                       | **Dependencies**          |                                                                                                     | **Substeps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                      |                                                                                                                                          | **Outputs**        |
|                            |                                                                                                                                          |               |   |                  |        |          |                       |                      |                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 13                              | Check and {*****}  accounts for which the SSC is responsible{*****}                                                                           | ** **         | **Y**  |                  |        |          | **Monthly**                |                      | At {*****} need to be reconciled                                                                         |   | {*****} complete |   | 13.1  Check and {*****}13.2  Confirm {*****} to VIA-FIN |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                            |                                                                                                                                          |               |   |                  |        |          |                       |                      |                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Reviews**                     |                                                                                                                                          |               |   |                  |        |          |                       |                      |                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                            |                                                                                                                                          |               |   |                  |        |          |                       |                      |                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 14                              | Review of accounts                                                                                                                            | ** **         |   |                  | **VIA-FIN** |          |                       |                      | Result has to be defined                                                                                 |   | Via Networks will validate the result and review the accounts |   | 14.1  Run {*****} prior months14.2  Conduct {*****}14.3  {*****} and {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                            |                                                                                                                                          |               |   |                  |        |          |                       |                      |                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| {*****}**Preparation**          |                                                                                                                                          |               |   |                  |        |          |                       |                      |                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                            |                                                                                                                                          |               |   |                  |        |          |                       |                      |                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 15                              | Prepare {*****}                                                                                                                               | ** **         |   |                  | **VIA-FIN** |          | **Monthly**                |                      | Depending on the information required, it will be the SSC who answers  according to a pre-defined format |   | Report |   | 15.4  Complete {*****} analysis and submit to  corporate |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                            |                                                                                                                                          |               |   |                  |        |          |                       |                      |                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 16                              | Answer queries and  prepare {*****}                                                                                                           | ** **         | **Y**  |                  |        |          | **As Required**            |                      | The Business asks for a particular report and Queries                                                    |   | Accenture will provide a helpdesk to answer to specific demands |   | 16.1  Handle and respond to queries16.2  Run {*****} reports and distribute {*****}  pack16.3  Run corporate reports as required |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                            |                                                                                                                                          |               |   |                  |        |          |                       |                      |                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 17                              | Assist auditors during  visits to SSC                                                                                                         | ** **         | **Y**  |                  | **VIA-FIN** |          | **As Required**            |                      | Annual audit schedule to be agreed in advance                                                            |   |   |   | 17.1  Assist auditors as required |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                            |                                                                                                                                          |               |   |                  |        |          |                       |                      |                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Reporting and Consolidation** |                                                                                                                                          |               |   |                  |        |          |                       |                      |                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                            |                                                                                                                                          |               |   |                  |        |          |                       |                      |                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 18                              | **Monthly  & Quarterly Reporting**a. Compilation of informationb. upload data in  reporting systemc. prepare written comments  / analysis | ** **         |   |                  | **VIA-FIN** |          | **To Reporting Timetable** |                      |                                                                                                     |   |   |   | 18.1  Validate that all data has been imported  to allow generation of reports18.2  Run {*****} reports for {*****}18.3  Internally review {*****}, amend as  appropriate by processing necessary {*****} in CODA |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                       |                                                                  | **Responsibility** |   |               |        |          |                       | **Country Applicability** |   |
|----------------------------|-----------------------------------------------------------------------|--------------------|--------|--------------------|-------------|---------------|----------------------------|---------------------------|--------|
| **Baseline  Service Item** |                                                                  | **Accenture**      |   | **Via   Networks** |        | **Frequency** |                       | **Dependencies**          |   | **Substeps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                                                                  | **Outputs**        |
|                       |                                                                  |               |   |               |        |          |                       |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 19                         | Generation &  Distribution of corporate {*****}                   | ** **         |   |               | **VIA-FIN** |          | **To Reporting Timetable** |                      |   |   |   |   | 19.1  Complete {*****} report and submit to  corporate (see step 15 above)  19.2 Complete {*****} as required to corporate  19.3  Generate and submit other ad hoc  reports as requested on a quarterly basis |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                  |               |   |               |        |          |                       |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 20                         | Preparation, review and  submit {*****} reports                       | ** **         |   |               | **VIA-FIN** |          | **To Reporting Timetable** |                      |   |   |   |   | See above |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                  |               |   |               |        |          |                       |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 21                         | Preparation, review and  submission of external financial information | ** **         |   |               | **VIA-FIN** |          | **To Reporting Timetable** |                      |   |   |   |   | ?? |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                  |               |   |               |        |          |                       |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 22                         | Liaise with {*****} for  activities retained in SSC                   | ** **         |   |               | **VIA-FIN** |          | **To Reporting Timetable** |                      |   |   |   |   | 22.1  Reconcile and report supporting  documentation and provide to auditors   for {*****}.22.2  Answer any audit queries |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                  |               |   |               |        |          |                       |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 23                         | Generation &  Distribution of {*****}                             | ** **         |   |               | **VIA-FIN** |          | **To Reporting Timetable** |                      |   |   |   |   | 23.1  Produce {*****} pack as required for local  management team (detailed {*****})  23.2  Generate and distribute {*****}  for each functional manager  23.3  Generate and distribute other  ad-hos reports as required by local and functional management teams. |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                  |               |   |               |        |          |                       |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 24                         | Preparation of {*****}  reporting (Compile and prepare data)          |               |   |               | **VIA-FIN** |          | **To Reporting Timetable** |                      |   |   |   |   | 24.1  Provide information as required to  external auditors to generate {*****} reports24.2  Annually, produce {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                  |               |   |               |        |          |                       |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 25                         | Review and deliver  {*****} reporting                                 | ** **         |   |               | **VIA-FIN** |          | **To Reporting Timetable** |                      |   |   |   |   | ?? |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
| **RECORD TO REPORT - FIXED  ASSETS** |
|--------------------------------------|
|                                 | Creation | Maintenance | Depreciation | Period Closing | Retirement |   |

 
|                       |                                                                                                                                                                                                               | **Responsibility** |   |               |          |          |            | **Country Applicability** |   |
|----------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------|--------|--------------------|---------------|---------------|-----------------|---------------------------|--------|
| **Baseline  Service Item** |                                                                                                                                                                                                               | **Accenture**      |   | **Via   Networks** |          | **Frequency** |            | **Dependencies**          |   | **Substeps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                                                                                                                                                                                                               | **Outputs**        |
|                       |                                                                                                                                                                                                               |               |   |               |          |          |            |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 26                         | **Define**{*****}**Policy**                                                                                                                                                                                        | ** **         |   |               | **VIA-MGMNT** |          | **As Required** |                      |   |   | Via Networks defines {*****} Policy |   | 26.1  Review, update and publish {*****}  Policies  26.2  Update and make available forms  ({*****}, transfer) |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                                                                                                                                               |               |   |               |          |          |            |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 27                         | **Prepare**{*****}**Budget**a. Collect all projectsb. Calculate  profitabilityc. Select Projectsd. Establish Investment  Budgete. Send the forms to  the decision centref. Receive the approved  investment budget | ** **         |   |               | **VIA-MGMNT** |          | **Annually**    |                      |   |   | Via Networks prepares projects and budgets |   | 27.1 Collect all  projects27.2 Calculate  profitability27.3 Select Projects27.4 Establish {*****}  Budget27.5 Send the forms to  the decision centre27.6 Receive the  approved investment budget |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                                                                                                                                               |               |   |               |          |          |            |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 28                         | {*****}**approval**                                                                                                                                                                                                | ** **         |   |               | **VIA-FIN**   |          | **Ad hoc**      |                      |   |   | Via Networks approves {*****} requests |   | 28.1  See P2P process |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                                                                                                                                               |               |   |               |          |          |            |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 29                         | **Management  of**{*****}**process including**{*****}                                                                                                                                                              | ** **         |   |               | **VIA-FIN**   |          | **Ad hoc**      |                      |   |   | Project business case |   | 28.1  See P2P process |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                                                                                                                                               |               |   |               |          |          |            |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 30                         | **Collect  and approve**{*****}**requests**a. Receive {*****}  Request form from the local country teamsb. Check / Complete  information and {*****} appraisalc. Determine / Check  {*****}                        | ** **         |   |               | **VIA-FIN**   |          | **Ad hoc**      |                      |   |   | Via Networks prepares investment file and seeks  approval |   | 28.1  See P2P process |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                                                                                                                                               |               |   |               |          |          |            |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 30                         | **Receive  approval**                                                                                                                                                                                              | ** **         | **Y**  |               |          |          | **Ad hoc**      |                      |   |   | Authorised business case |   | 28.1  See P2P process |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                       |                                                                                                                                                                                                                      | **Responsibility** |   |                  |        |          |        | **Country Applicability** |                                                                            |
|----------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------|--------|-----------------------|-------------|---------------|-------------|---------------------------|---------------------------------------------------------------------------------|
| **Baseline  Service Item** |                                                                                                                                                                                                                      | **Accenture**      |   | **Via Networks** |        | **Frequency** |        | **Dependencies**          |                                                                            | **Substeps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                                                                                                                                                                                                                      | **Outputs**        |
|                       |                                                                                                                                                                                                                      |               |   |                  |        |          |        |                      |                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 31                         | **Define  structure of**{*****}**and set-up system for**{*****}**follow-up**Set-up a number for the  project and for the {*****}                                                                                          |               | **Y**  |                  |        |          | **Ad hoc**  |                      | Approval is obtained                                                            |   | Company sets rules and guidelines for {*****} follow-up + system  set-up |   | 31.1  Set up project cost centres |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                                                                                                                                                      |               |   |                  |        |          |        |                      |                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 32                         | **Account  for**{*****}a. Receive invoices from {*****}b. Check the right {*****} to the projectc. Post invoices / perform journal entriesd. Key information in the {*****} systeme. Report and monitor {*****} vs budget | ** **         | **Y**  |                  |        |          | **Daily**   |                      | Once approval is obtained, Accenturewill receive an {*****} number              |   | Accenture books invoices and {*****} data. |   | See P2P process32.1  Key information into the CODA {*****}  system |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                                                                                                                                                      |               |   |                  |        |          |        |                      |                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 33                         | **Decide  on**{*****}**Go Live**Decide to {*****}  amounts : from {*****} in progress to {*****}                                                                                                                          | ** **         |   |                  | **VIA-FIN** |          | **Ad hoc**  |                      | The {*****} is finalised and request for capitalisation is passed to  Accenture |   | The company decides on the {*****} Go Live |   | This approach may be a  change to the way we work currently, and more discussion is required to  identify the applicability of this project based approach. |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                                                                                                                                                      |               |   |                  |        |          |        |                      |                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 34                         | Confirm commencement of  {*****}                                                                                                                                                                                          | ** **         |   |                  | **VIA-FIN** |          | **Ad hoc**  |                      |                                                                            |   |   |   | 34.1  Current policy - {*****} commences the  month following acquisitionsee note above |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                                                                                                                                                      |               |   |                  |        |          |        |                      |                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 35                         | Calculate {*****} and  post (rules are set-up in the policy)                                                                                                                                                              |               | **Y**  |                  |        |          | **Monthly** |                      | Accenture receives approval                                                     |   | Accenture calculates depreciation |   | 35.1  Apply standard policies, and any special  depreciation rules defined and authorised by OpCo35.2  Calculate depreciation35.3  Post depreciation to P&L account |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                       |                                                                                                                                                                            | **Responsibility** |   |              |        |          |        | **Country Applicability** |                                                                          |
|----------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------|--------|-------------------|-------------|---------------|-------------|---------------------------|-------------------------------------------------------------------------------|
| **Baseline  Service Item** |                                                                                                                                                                            | **Accenture**      |   | **Via  Networks** |        | **Frequency** |        | **Dependencies**          |                                                                          | **Substeps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                                                                                                                                                                            | **Outputs**        |
|                       |                                                                                                                                                                            |               |   |              |        |          |        |                      |                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 36                         | Activate {*****}                                                                                                                                                                | ** **         | **Y**  |              |        |          | **Ad hoc**  |                      | Via  Networks provide  notification of {*****} Go Live                   |   |   |   | ?? |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                                                                                                            |               |   |              |        |          |        |                      |                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 37                         | Maintain {*****} :  modify, sell and scrap Decision Process                                                                                                                     | ** **         |   |              | **VIA-FIN** |          | **Ad hoc**  |                      | Via Networks decides on the modification, selling or scrapping of an  {*****} |   | Via Networks communicates the decision to Accenture |   | 37.1  Apply policy to modify, sell, scrap or  dispose of {*****} after proper authorisation37.2  Complete appropriate forms and send to  FSSC |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                                                                                                            |               |   |              |        |          |        |                      |                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 38                         | **Maintain**{*****} **: modify, sell and scrap****Accounting Process**a. Receive filled and  signed form from Managementb. Find the concerned  {*****}c. Determine the  {*****} | ** **         | **Y**  |              |        |          | **Ad hoc**  |                      | Accenture receives a form approving a maintenance operations                  |   | Accenture accounts and posts the maintenance operation |   | 38.1  Receive properly authorised forms from  OpCo38.2  Account for {*****} |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                                                                                                            |               |   |              |        |          |        |                      |                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 39                         | **Perform**{*****}**activities**a. Determine {*****} b. Post {*****}                                                                                                            | ** **         | **Y**  |              |        |          | **Monthly** |                      | Periodically Accenture has to calculate {*****} according to other  {*****}   |   | Accenture will determine {*****} and post to {*****} |   | ?? |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                                                                                                            |               |   |              |        |          |        |                      |                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 40                         | Perform physical  {*****} inventory                                                                                                                                             | ** **         |   |              | **VIA-FIN** |          | **Ad hoc**  |                      | Locally when necessary                                                        |   |   |   | 40.1  Receive list of {*****} from FSSC with  location40.2  VIA-FIN conduct physical check of  inventory  40.3  Report discrepencies and  explanations to FSSC |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                                                                                                            |               |   |              |        |          |        |                      |                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 41                         | Audit {*****}                                                                                                                                                                   | ** **         |   |              | **VIA-IA**  |          | **Ad hoc**  |                      | Audit Department                                                              |   |   |   | ?? |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                                                                                                            |               |   |              |        |          |        |                      |                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 42                         | **Prepare  reports**a.  Project Reportsb. Reconciliation Reportsc. {*****} lists                                                                                                | ** **         | **Y**  |              |        |          | **Monthly** |                      | Via Networks request on a follow-up reports                                   |   | Accenture prepares follow-up reports as agreed |   | 42.1  Generat and distribute reports as required  (opening balance, additions, disposals, {*****}, closing balance) |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |
|                       |                                                                                                                                                                            |               |   |              |        |          |        |                      |                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 43                         | Answer queries                                                                                                                                                                  | ** **         | **Y**  |              |        |          | **Ad hoc**  |                      | Via Networks ask for particular report and Queries                            |   | Accenture will provide a helpdesk to answer to specific demands |   | 43.1  receive, log, handle queries though FSSC  help desk |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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|                       |                  | **Responsibility** |   |               |   |          |        | **Country Applicability** |                         |
|----------------------------|-----------------------|--------------------|--------|--------------------|--------|---------------|-------------|---------------------------|------------------------------|
| **Baseline  Service Item** |                  | **Accenture**      |   | **Via   Networks** |   | **Frequency** |        | **Dependencies**          |                         | **Substeps and Activities** |   | **France** |   | **Germany** |   | **Italy** |   | **Netherlands** |   | **Portugal** |   | **Spain** |   | **Switzerland** |   | **UK** |   | **US** |   |
| **Inputs**                 |                  | **Outputs**        |
|                       |                  |               |   |               |   |          |        |                      |                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 44                         | File and archive data | ** **         | **Y**  |               |   |          | **Monthly** |                      | Via Networks asks to archive |   | Accenture must File and Archive data and documents |   | 44.1  File and archive as required |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   | Y |   |

 

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**Schedule 2**

 

**PRINCIPLES FORPERFORMANCE MEASUREMENT**

 

**1.****             Introduction**

 

1.1           ThisSchedule outlines the principles involved for the setting up and operationof the regime to measure the performance of the Services and to incentiviseService Provider to meet the performance standards required by Client.

 

1.2           Theperformance measurement regime will apply after the end of the TransitionPeriod.  During the Transition Periodthe parties will carry out a service baselining exercise to establish thecurrent quality of service and to allow future service quality measures to beset.

 

**2.****             ServiceLevel Agreements**

 

2.1           During the Transition Period, theParties shall work together to develop a Service Level Agreement (“SLA”).  The SLA will define the Service LevelMetrics that the Service Provider should achieve in providing the OperationalService.

 

**3.****             OperatingLevel Agreements**

 

3.1           During the Transition Period, theParties shall work together to develop an Operating Level Agreement (“OLA”).

 

**4.****             KeyPerformance Indicators**

 

4.1           Duringthe Transition Period the Parties will agree a maximum of ten Key PerformanceIndicators (“KPIs”) that together provide a measure of the performance of thecross-section of Operational Services that are being performed by ServiceProvider.  **Attachment 2-A** includes examples of KPIs which shall formthe basis KPIs to be agreed during the Transition Period.

 

4.2           EachKPI shall be capable of being measured on a monthly basis.

 

4.3           Foreach KPI the Parties shall agree the level of service that must be achieved(“Normal Service Level”).  The NormalService Level is the minimum acceptable level of performance for that processand is not intended to provide stretch or aspirational targets. In allcircumstances the measure of service should be an objective measure so that itcan be readily ascertained as to whether the Normal Service Level has beenachieved or not.

 

4.4           Foreach KPI the Parties may choose to agree a level of service below the NormalService Level below which Service Provider will be deemed to have substantiallyfailed to achieve the necessary service level (“Substantial Failure ServiceLevel”).

 

4.5           EachKPI shall be assigned a weighting that reflects its importance to the deliveryof the Services.  The aggregateweighting of all KPIs shall be 100%.  Noweighting attached to a KPI shall exceed 20% or be less than 5%.

 

4.6           WhereService Provider has failed to meet a Substantial Failure Service Levelassociated with a KPI then in the month of such failure the weighting of theKPI shall be 200% of the weighting assigned pursuant to paragraph 4.5.

 

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*******CERTAIN INFORMATION ON THIS PAGE HASBEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTEDPORTIONS.*******

** **

4.7           WhereService Provider has failed to meet the Normal Service Level for {*****} then{*****} the weighting of the KPI shall be {*****} of the weighting assignedpursuant to paragraph 4.5.

 

4.8           In anygiven month the weighting of a KPI may be increased by {*****} the adjustmentsset out in paragraphs 4.6 and 4.7 above. Accordingly, the weighting of a KPI cannot be increased above {*****}%of the weighting assigned pursuant to paragraph 4.5.

 

4.9           Wherein relation of a particular KPI Service Provider has {*****} all KPIs for thatmonth.

 

4.10         Where inrelation of a particular KPI Service Provider has {*****}.

 

**5.****             ServiceCredits**

 

5.1           From 1January 2004 if Service Provider fails to meet a KPI then a service creditmay be payable in accordance with this Schedule.  The parties confirm that the payment of Service Credits is{*****}, but a {*****}.

 

5.2           Within {*****} of the end of each month Service Provider shallprovide to Client a report setting out the level of performance achieved foreach KPI.  The report shall set out theKPI Failure Percentage which shall be the lower of:

 

(a)           Thesum of the weightings of those KPIs, as calculated pursuant to section 4of this schedule, that have been failed in the month; and

 

(b)           {*****}%.

 

5.3           TheService Credit payable by Service Provider shall be the KPI Failure Percentagemultiplied by {*****} of the Operational Service Charge for the month.

 

5.4           If aService Credit is payable by Service Provider pursuant to paragraph 5.3 thenthe {*****}of the Service Credit.

 

**6.**             CHANGES TO WEIGHTINGS OF KEY PERFORMANCEINDICATORS

 

**6.1**           Client may, not more than once in each three-monthperiod, request a change to the weightings attached to the Key PerformanceIndicators by sending a written notice to Service Provider, giving details ofthe proposed change.  Any proposedchange must

 

(a)           maintainthe total percentage weightings at 100%; and

 

(b)           notincrease any individual percentage weighting above 20% or reduce any individualpercentage weighting below 5%*.*

 

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**6.2**           Service Provider will respond in writing to Client’snotice within 20 Business Days, either:

 

(a)           acceptingClient’s proposed change, in which case the proposed change will take effectfrom the beginning of the next month; or

 

(b)           proposinga meeting with Client to discuss Client’s proposed change.

 

**6.3**           Where ServiceProvider sends a response under paragraph 6.2(b), the parties will meet as soonas practicable and endeavour to agree mutually satisfactory changes to thepercentage weightings, as well as the time at which the agreed changes willtake effect.  If the parties are unableto agree on the changes, then the matter will be escalated for resolution inaccordance with Schedule 7.

 

**6.4**           Withoutlimiting paragraph 6.1, the parties will, within 30 Business Days after the endof each Contract Year, meet to discuss whether the then existing KeyPerformance Indicators should be amended or replaced and whether the weightingsof the then existing Key Performance Indicators should be adjusted.

 

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**Attachment 2-A**

 

 

1

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                 |   |   |   |                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |          |   |               |   |      |   | **ACTUAL QUARTER AVERAGE SCORES** |   |        |   |            |   |
|----------------------|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|--------|--------------------|--------|-----------|--------|-----------------------------------|--------|-------------|--------|-----------------|--------|
| **Functional  area** |   | **ID** |   | **Description**                                                                                                             |   | **Comments**                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | **Weighting** |   | **Score  Awarded** |   | **Total** |   | **France**                        |   | **Germany** |   | **Netherlands** |   | **Spain** |   | **Switzerland** |   | **Portugal** |   | **UK** |   | **CORPORATE** |   | **Target  KPI********Perf.** |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **RANGE**            |
| **-3**               |   | **-2** |   | **-1**                                                                                                                      |   | **0**                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | **1**         |   | **2**              |   | **3**     |
|                 |   |   |   |                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Purchase To Pay      |   | APK0   |   | Contribution to  achieving Business Objectives for Purchase to Pay processes                                                |   | Quarterly assessment of  meeting major business objectives and targets in:

{*****}  at end of period  {*****} by {*****}, (number and amount)  {*****} with no {*****} by {*****} (number and amount)  Frequency of urgent / escalated {*****}                                                                                                                                                                                                       |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | ? |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                 |   | APK1   |   | % {*****} from {*****}  ({*****}={*****} days)                                                                              |   | DPO measured as total  value of {*****} at quarter end divided by (value of {*****} less than  {*****} days old multiplied by {*****} and divided by {*****}).Can be automatically  measured for each countryTarget DPO initially  set at {*****} days but can be reset as appropriate                                                                                                                                                                |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | 48-72 days |   | >50% |   | <50% |   | <33% |   | <20% |   | <15% |   | <10% |   | <5% |   |
|                 |   | APK2   |   | % of {*****} and  {*****} to Purchase Orders raised in quarter, after allowing for VIA business  decision caused complaints |   | Measured by counting  total number of {*****} and {*****} logged on systems, subtracting {*****}  resulting from business decisions outside control of FSSC, and dividing by  the total number of {*****} / {*****} area concerned in the same quarter.Can be measured  automatically                                                                                                                                                                 |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | <5% |   | >10% |   | <10% |   | <7% |   | <5% |   | <3% |   | <2% |   | <1% |   |
|                 |   | APK3   |   | % of {*****} and  {*****} unresolved after {*****} days                                                                     |   | Measured as a count of  all {*****} at end of quarter that are still open and more than {*****} days  old, divided by the total number of {*****} logged on the system during the  quarter.Can be calculated  automatically on a country by country or functional area basis                                                                                                                                                                          |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | <5% |   | >10% |   | <10% |   | <7% |   | <5% |   | <3% |   | <2% |   | <1% |   |
|                 |   | APK4   |   | % error free postings                                                                                                       |   | Can be measured by  running a report against {*****} in {*****} to identify the total number of  {*****} in the quarter, and the total number of cancelled or amended {*****}  in the quarter.  Need to also include  {*****} or {*****} to determine errors not corrected.Errors include {*****} in wrong {*****}, wrong  {*****}, wrong {*****}, wrong {*****}.Can be calculated  automatically once the correct reports have been defined.    |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | 97% |   | 90 |   | 95 |   | 96 |   | 97 |   | 98 |   | 99 |   | 100 |   |
|                 |   | APK5   |   | % of authorised {*****}  processed within {*****} days of receipt                                                           |   | Measured as time  difference between receipt of {*****} in FSSC and {*****} through adjustment  to payroll or issuance of {*****} to {*****}.Can be measured automatically if expense claims  forwarded to FSSC through ticketing system?                                                                                                                                                                                                             |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | 95% |   | 85 |   | 90 |   | 93 |   | 95 |   | 97 |   | 99 |   | 100 |   |
|                 |   | APK6   |   | % of authorised {*****}  processed within agreed time period from receipt                                                   |   | Measured as time  difference between receipt of a properly authorised {*****} in the FSSC and  the issuance of a {*****} as recorded on the CODA-Procurement system.Can be automatically  calculated once an appropriate report is set up                                                                                                                                                                                                             |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | 97% |   | 90 |   | 95 |   | 96 |   | 97 |   | 98 |   | 99 |   | 100 |   |
|                 |   |   |   |                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Order To Cash        |   | OCK0   |   | Contribution to  achieving {*****} for {*****} processes                                                                    |   | Quarterly assessment of  meeting major {*****} and targets in:

{*****}  accurately and timely  {*****} as a percentage of billings  Reduction in {*****}  Reduction in {*****} as a percentage of {*****}  {*****} (number and amount) and {*****} (billing accuracy)  Volumes of customer {*****}, legal {*****}                                                                                                                                    |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                 |   | OCK1   |   | % deviation from target  {*****} (TDSO={*****} days)                                                                        |   | DSO measured as total  value of {*****} at quarter end divided by ({*****} less than {*****} days  old multiplied by {*****} and divided by {*****}).Can be automatically  measured for each countryTarget DSO initially  set at {*****} days but can be reset as appropriate                                                                                                                                                                         |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | 32-48 days |   | >50% |   | <50% |   | <33% |   | <20% |   | <15% |   | <10% |   | <5% |   |
|                 |   | OCK2   |   | % of {*****} and  {*****} unresolved after {*****} days                                                                     |   | Measured as a count of  all {*****} and {*****} at end of quarter that are still open and more than  {*****} days old, divided by the total number of {*****} and {*****}logged on the system  during the quarter.Can be calculated  automatically on a country by country or functional area basis                                                                                                                                                   |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | <5% |   | >10% |   | <10% |   | <7% |   | <5% |   | <3% |   | <2% |   | <1% |   |
|                 |   | OCK3   |   | % error free postings                                                                                                       |   | Can be measured by  running a report against {*****} in CODA to identify the total number of  postings in the quarter, and the total number of {*****} or {*****} in the  quarter.  Need to also include  feedback from {*****} or {*****} to determine errors not corrected.Errors include postings in wrong {*****}, wrong  {*****}, wrong {*****}, wrong {*****}.Can be calculated  automatically once the correct reports have been defined. |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | 97% |   | 90 |   | 95 |   | 96 |   | 97 |   | 98 |   | 99 |   | 100 |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
|                 |   |   |   |                                                                                                      |   |                                                                                                                                                                                                                                                                                                                                                                              |   |          |   |               |   |      |   | **ACTUAL QUARTER AVERAGE SCORES** |   |        |   |            |   |
|----------------------|--------|--------|--------|-----------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|--------|--------------------|--------|-----------|--------|-----------------------------------|--------|-------------|--------|-----------------|--------|
| **Functional  area** |   | **ID** |   | **Description**                                                                                           |   | **Comments**                                                                                                                                                                                                                                                                                                                                                                      |   | **Weighting** |   | **Score  Awarded** |   | **Total** |   | **France**                        |   | **Germany** |   | **Netherlands** |   | **Spain** |   | **Switzerland** |   | **Portugal** |   | **UK** |   | **CORPORATE** |   | **Target  KPI********Perf.** |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **RANGE**            |
| **-3**               |   | **-2** |   | **-1**                                                                                                    |   | **0**                                                                                                                                                                                                                                                                                                                                                                             |   | **1**         |   | **2**              |   | **3**     |
|                 |   |   |   |                                                                                                      |   |                                                                                                                                                                                                                                                                                                                                                                              |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                 |   | OCK4   |   | % of {*****} for  {*****} processed within agreed time frame from receipt                                 |   | Measured as time  difference between {*****} request in FSSC and issuance of {*****} to  requestor, as measured on ticketing system.Can be measured automatically if requests forwarded  to FSSC through ticketing system?                                                                                                                                                        |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | 97% |   | 90 |   | 95 |   | 96 |   | 97 |   | 98 |   | 99 |   | 100 |   |
|                 |   | OCK5   |   | % of {*****} contacted  in agreed timeframe                                                               |   | Measured as as  percentage of {*****} ({*****}) within {*****} days of trigger for contact  based on {*****} overdue against an agreed {*****}.  May require some manual consolidation of information                                                                                                                                                                        |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | 95% |   | 85 |   | 90 |   | 93 |   | 95 |   | 97 |   | 98 |   | 100 |   |
|                 |   | OCK6   |   | % of {*****} and  {*****} not processed at quarter end                                                    |   | Measured as number of  requests for {*****} / {*****} not processed at period end divided by total  number of such requests received during the period.Can be measured  automatically if requests raised using ticketing system                                                                                                                                                   |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | <5% |   | >10% |   | <10% |   | <7% |   | <5% |   | <3% |   | <2% |   | <1% |   |
|                 |   | OCK7   |   | % of scheduled {*****}  delivered within {*****} working {*****} of scheduled delivery                    |   | Measured as total  number of reports not delivered within {*****} working {*****} of scheduled  delivery divided by total number of reports scheduled for delivery during the  period                                                                                                                                                                                             |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | 97% |   | 90 |   | 95 |   | 96 |   | 97 |   | 98 |   | 99 |   | 100 |   |
|                 |   |   |   |                                                                                                      |   |                                                                                                                                                                                                                                                                                                                                                                              |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accounting           |   | GLK0   |   | Contribution to  achieving {*****} for Accounting processes                                               |   | Quarterly assessment of  meeting major {*****} and targets in:

{*****}  for legal entities are accurately {*****} and {*****} in a {*****}  Responsiveness to {*****} from VIA-Finance at a corporate and local level  Support {*****} and {*****} and {*****} processes  Maintain proper {*****} and {*****} documents ({*****}, etc.)  Maintain accurate {*****} documentation |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                 |   | GLK1   |   | % legal entity {*****}  and on time, according to agreed schedule                                         |   | Measured as total  number of entity {*****} and {*****} within {*****} working {*****} of  scheduled delivery divided by total number of Trial balances scheduled for  delivery during the period                                                                                                                                                                                 |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | 100 |   | 90 |   | 95 |   | 98 |   | 100 |   |   |   |   |   |   |   |
|                 |   | GLK2   |   | % {*****} completed on  time                                                                              |   | Measured as total  number of {*****} delivered complete and accurate within {*****} working  {*****} of scheduled delivery divided by total number of Reconciliations  scheduled for delivery during the period                                                                                                                                                                   |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | 100 |   | 90 |   | 95 |   | 98 |   | 100 |   |   |   |   |   |   |   |
|                 |   | GLK3   |   | % of {*****} at quarter  and year end                                                                     |   | Measured as total  number of {*****} made at end of appropriate period as a percentage of the  total number of {*****} made during the period                                                                                                                                                                                                                                     |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | 100 |   | 90 |   | 95 |   | 98 |   | 100 |   |   |   |   |   |   |   |
|                 |   | GLK4   |   | % of {*****} issued to  the agreed timetable (i.e. {*****}, {*****} etc)                                  |   | Measured as total number  of {*****} delivered complete and accurate within {*****} working {*****} of  scheduled delivery divided by total number of {*****} scheduled for delivery  during the period                                                                                                                                                                           |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | 100 |   | 90 |   | 95 |   | 98 |   | 100 |   |   |   |   |   |   |   |
|                 |   | GLK5   |   | % {*****} completed by  month end                                                                         |   |                                                                                                                                                                                                                                                                                                                                                                              |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | 100 |   | 90 |   | 95 |   | 98 |   | 100 |   |   |   |   |   |   |   |
|                 |   | GLK6   |   | % of queries from  corporate or local finance teams resolved in agreed timescales (action plan  in place) |   |                                                                                                                                                                                                                                                                                                                                                                              |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | 95 |   | 85 |   | 90 |   | 93 |   | 95 |   | 97 |   | 98 |   | 100 |   |
|                 |   |   |   |                                                                                                      |   |                                                                                                                                                                                                                                                                                                                                                                              |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Customer Satifaction |   |   |   |                                                                                                      |   |                                                                                                                                                                                                                                                                                                                                                                              |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                 |   | CSK1   |   | Annual Customer  Satisfaction Survey                                                                      |   |                                                                                                                                                                                                                                                                                                                                                                              |   |          |   |               |   |      |   |                              |   |        |   |            |   |   |   |   |   |   |   |   |   |   |   | 3 |   | 1 |   | 2 |   | 2.5 |   | 3 |   | 4 |   | 4.5 |   | 5 |   |

 

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**Schedule 3**

 

**CLIENTRESPONSIBILITIES**

 

**1.****     OPERATIONALSERVICES**

# ** **

a)     Specific requirements from Client in orderfor Service Provider to carry on the Operational Services are documented as VIANET.WORKS dependencies or inputs in Schedule 1. Where not statedexplicitly, Client will provide the same level of service as provided in the 12month period prior to the Commencement Date. In the case of provision of a newservice such as that provided through the new billing system and purchase ordersystem, the level of service provided should be in line with the expectationsfor these systems prior to implementation.

 

b)    In accordance with Clause 6.5 of theAgreement, Service Provider and Client will work together to define a detailedOperating Level Agreement (OLA) and associated targets for the provision of theOperational Services.  Until these OLAsand targets are clearly defined, documented and agreed, Client will provide thesame level of service as provided in the 12 months prior to the CommencementDate. In the case of provision of a new service such as that provided throughthe new billing system and purchase order system, the level of service providedshould be in line with the expectations for these systems prior toimplementation.

 

c)     Client will provide reasonable notice toService Provider of any requirements for changes in the Operational Servicesand these changes will be implemented through Change Control.

 

d)    Service Provider and Client will work together to define OLAs andtargets with Client’s IT function for the provision of IT services during thefirst Contract Year.  Until these OLAsand targets are clearly defined, documented and agreed, Client will provide thesame level of IT service as has been provided during the 12 months prior to theCommencement Date.  Specific IT OLAsinclude:

 

i.          Ensuring an adequate level of systems and network infrastructureavailability and response times to enable Service Provider to access Client’ssystems required to perform the Services at the same average level as providedto Client and its Affiliates as measured over the 12 months prior to theCommencement Date.

 

ii.         Ensuring the systems and network infrastructure are adequatelymaintained and kept up-to-date to enable Service Provider to access Client’ssystems required to perform the Services at the same average level as has beenprovided to Client and its Affiliates as measured over the 12 months prior tothe Commencement Date.

 

iii.        Ensuring suitable available software and systems support whererequired, including training as and when required on new or upgraded systems.

 

e)         Client and Service Provider shall establish connectivity using anInternet Virtual Private Network (IP VPN) solution.  Client will provide and manage the VPN devices that will

 

1

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terminatethis network. Service Provider will grant Client the necessary access tomaintain this device within the Prague Centre. Client will implement accesscontrol and authentication mechanisms as necessary to control access to theirapplications for Service Provider employees.

 

f)         Client is currently in the process of upgrading their billingsystems which are currently used by each Country to a single global solution(“Billing System”).  It is currentlyexpected that the Billing System will be implemented prior to the completion ofthe Transition Period and will significantly contribute to the reduction of therequired effort associated with post bill production activities includingrevenue recognition.  The keyexpectations at this stage are:

 

1.     This Billing System shall be maintained and supported by Client

2.     This Billing System shall be paid for by Client

 

g)        Client is planning to implement a purchasing system as part ofimplementing a global procurement process (“Purchasing System”).  It is currently expected that the PurchasingSystem will be implemented prior to the completion of the Transition Period andwill significantly contribute to simplifying the effort associated with receivingand processing AP invoices.  The keyexpectations at this stage are:

 

1.     This Purchasing System shall be maintained and supported by Client

2.     This Purchasing System shall be paid for by Client

 

If either ofthese systems is not implemented then the parties agree to develop acontingency plan.

 

**2.****     TRANSITIONSERVICES**

# ** **

Appendix 1 outlines the Transition Plan and sets out any specificobligations for both Client and Service Provider.

 

**3.  ASSETS**

 

Inovaware

CODA

Crescendo

 

Remainder tobe defined during the Transition Period. A copy of each license agreement shall be provided to Service Providerduring the Transition Period.

 

2

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**Schedule 4**

**Client Group**

 

# **CLIENT**

VIA NET.WORKS, Inc. (referred to as “Inc.” inSchedule 1)

 

***Country Operations (with reference as usedin Schedule 1)***

VIA NET WORKS FRANCE S.A. (“France”)

VIA NET.WORKS Deutschland GmbH  (“Germany”)

VIANET.WORKS  Nederland B.V.(“Netherlands”)

VIA NET.WORKS Portugal-Technologias de Informação, S.A. (“Portugal”)

VIA NET.WORKS Espana, S.L. (“Spain”)

VIA NET.WORKS (Schweiz) AG(“Switzerland”)

VIA NET.WORKS Services AG (“Swiss Services”)

VIA NET.WORKS UK Limited (“UK”)

VIA NET.WORKS USA, Inc. (“USA”)

 

***Additionalcorporate entities for which Service Provider may provide Services as specifiedin Schedule 1 (with reference as used in Schedule 1):***

VIA NET.WORKS Europe Holding B.V. (“VNWEH”)

VIA NET.WORKS Holdco, Inc. (“Holdco”)

VIA NET.WORKS NY Corp. (“VNWNY”)

VIA NET.WORKS Holdings Cayman (“VNWCay”)

VIA NET.WORKS UK Holding Ltd (“UK Holding”)

 

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*******CERTAININFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTEDWITH RESPECT TO THE OMITTED PORTIONS.*******

** **

**Schedule 5**

CHARGES AND PAYMENT TERMS

 

**1.****             Operational Services Charge – Transition Period**

 

1.1           TheOperational Services Charge for the Initial Period shall be ${*****}.  Such amount shall be invoiced by ServiceProvider to Client in instalments as set out in the table below:

 
| **Month**  |   | **July** |       | **August** |   | **September** |   | **October** |       | **November** |   | **December** |   |
|------------|--------|----------|------------|------------|--------|---------------|--------|-------------|------------|--------------|--------|--------------|--------|
| **Amount** |   | **$**    | **{******* | **}**      | **$**  | **{*******    | **}**  | **$**       | **{******* | **}**        | **$**  | **{*******   | **}**  | **$** | **{******* | **}** | **$** | **{******* | **}** |
|            |        |          |            |            |        |               |        |             |            |              |        |              |        |  |  |  |  |  |  |

 

1.2           {*****}

 

1.3           Therebate referred to in clause 1.3 above shall be netted off the invoice for OperationalServices issued by Service Provider on 1 February, 2004.

 

**2.**             OPERATIONAL SERVICE CHARGES

** **

**2.1**           The Operational ServiceCharge for each Contract Year commencing on or after 1 January 2004 shallbe calculated prior to the beginning of that year using the following formula:

** **

**A x B where:**

** **

**A =**{*****}; and

** **

**B = the number of full time equivalentemployees (“FTEs”)  that the partiesagree in accordance with clause 2.2 below is the Starting FTEs for the Contract Year.**

** **

**2.2**           One month prior to thecommencement of each Contract Year the parties shall agree the following:

** **

(a)           The number of FTEs required to perform theOperational Services at the commencement of the Contract Year (“StartingFTEs”).  For the year commencingJanuary 1, 2004 the Starting FTEs shall be deemed to be {*****}.

 

(b)           The number of FTEs that the Parties aretargeting to be performing the services at the end of the Contract Year(“Ending FTEs”).

 

(c)           A plan to achieve the headcount reductions,if any, implicit in the target set out in (b) above.

 

(d)           The target number of {*****}above (“Target Months”).

 

**3.****             ANNUALADJUSTMENT**

 

3.1           At theend of each Contract Year the Final Operational service Charge for the Yearshall be calculated as follows:

 

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*******CERTAIN INFORMATION ON THIS PAGE HASBEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTEDPORTIONS.*******

** **

(a)           Where the number of person months utilised byService Provider during the Contract Year in providing the Operational Services (“Actual Months”) was less thanthe Target Months then the Final Operational Service Charge shall be calculatedas:

 

{*****}

 

(b)           Where the number of person months utilised byService Provider during the Contract Year in providing the Operational Services(“Actual Months”) was more than the Target Months then the Final OperationalService Charge shall be calculated as:

 

{*****}

 

**3.2**       Where the FinalOperational Services Charge is less than the amount invoiced for the ContractYear pursuant to clause 2.1 above then Service Provider shall refund thedifference to Client.

** **

**3.3**       Where the FinalOperational Services Charge is more than the amount invoiced for the ContractYear pursuant to clause 2.1 above then Client shall pay the difference toService Provider.

 

**4.**         TRANSITION CHARGES

** **

**4.1**       Client shallpay Service Provider the Transition Charges of ${*****} in accordancewith the following schedule:

 
| **Month**  |   | **July** |       | **August** |   | **September** |   | **October** |       | **November** |   | **December** |   |
|------------|--------|----------|------------|------------|--------|---------------|--------|-------------|------------|--------------|--------|--------------|--------|
| **Amount** |   | **$**    | **{******* | **}**      | **$**  | **{*******    | **}**  | **$**       | **{******* | **}**        | **$**  | **{*******   | **}**  | **$** | **{******* | **}** | **$** | **{******* | **}** |   |
|            |        |          |            |            |        |               |        |             |            |              |        |              |        |  |  |  |  |  |  |  |

 

**4.2**       The TransitionCharges are based on an estimated number of man days required to perform thetransition activity of {*****}.  To theextent that fewer man days are used to perform the transition then ServiceProvider shall pay a rebate to Client of ${*****} for every man day fewerutilised.

** **

**4.3**       Where thenumber of man days required to perform the transition exceeds {*****} days thenService Provider shall be entitled to invoice Client an additional ${*****} foreach additional day used.  In nocircumstances shall this additional charge exceed ${*****}.

 

**4.4**       For theavoidance of doubt the charges set out in paragraph 4.1 and the man days setout in paragraph 4.2 exclude the charges and man days contained within theinterim agreements between VIA NET.WORKS, Inc. and Accenture (UK) Limited dated24 March 2003 and 19 June 2003.

** **

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

** **

**5.**     INFLATION ADJUSTMENT

** **

**5.1**   At thebeginning of each Contract Year the amounts set out in clauses 2.1, 3.1,  6.1 and 7.1 shall be amended to take accountof inflation as represented by the change in the Inflation Index since thebeginning of the previous Contract Year. In relation to any amendment to the charges for the year commencing on 1January 2004, the change in the Inflation Index over the Transition Periodshall be used.

** **

**5.2**   Where themovement in the Inflation Index in any one Contract Year or, where appropriate,the Initial Period exceeds 4% then the adjustment under Clause 5.1 shall belimited to 4% plus one-half of the amount by which the movement exceeds4%.  The maximum adjustment in respectof any one Contract year shall not exceed 7%.

** **

**5.3**   For thepurposes of this Schedule Inflation Index means the Czech Index of “Employeesand their average monthly gross wages and salaries in the civil sector of thenational economy – Other Business Activities”.

** **

**6.**     TERMINATION CHARGES

** **

**6.1**   Where Clientterminates this agreement pursuant to clause 29.7 of the agreement then thefollowing termination charges shall be payable:

** **

**{*****}**

** **

**7.**     TERMINATION ASSISTANCE CHARGES

** **

**7.1**   The charges forservices provided pursuant to Schedule 9 shall, unless otherwise stated inthat Schedule 9 to be provided free of charge, be calculated using thefollowing rates:

** **

(a)           Operational Staff - ${*****} per day

(b)           Project Manager - ${*****} per day

(c)           UnitLead - ${*****} per day.

 

8      **INVOICING AND PAYMENT TERMS**

 

8.1   Invoices forthe Operational Service Charge shall be delivered to Client on the first day ofthe month preceding the month to which then charge relates.

 

8.2   TheOperational Service Charge for each Contract Year shall be invoiced in equalmonthly instalments throughout that Full Contract Year.

 

8.3   Invoices forTransition Charges shall be issued to Client on the last day of the month towhich the charge relates.

 

8.4   Where anamount is due from Client pursuant to clause 3 of this Schedule then aninvoice shall be delivered to Client thirty days after the end of the relevantContract Year.

 

8.5   Where anamount is due from Client pursuant to clause 6 of this Schedule then aninvoice shall be delivered to Client thirty days before the date on which thisagreement terminates.

 

3

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8.6   Where anamount is due to Client pursuant to clauses 1 or 3 or 4.2 of thisSchedule then the value of the next monthly invoice for the OperationalService Charge shall be reduced by the amount so due.

 

8.7   Invoices forany other amounts payable by Client under the terms of this Agreement shall beinvoiced at the end of the month in which the amount becomes payable.

 

8.8   Client shallpay Service Provider the amounts set out in any invoice issued no later than 30days after the date that the invoice is delivered to Client.

 

8.9   All invoices will be expressed, and must bepaid, in United States dollars ($). Payment will be made by BACS or other mutually agreeable form of wiretransfer to an account specified by Service Provider in writing.

 

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**Schedule 6**

 

**SERVICE PROVIDER ASSUMPTIONS**

 

# **1.**     PURPOSE

# ** **

This Appendix defines the key assumptions that underpin the commercialmodel, the transition approach and solution design.

 

For the purposes of this Schedule 6, VIA or VIA NET.WORKS shall beused interchangeably with Client and Accenture shall be used interchangeablywith Service Provider.

 
| **Area**            |   | **Assumption**                                                                                                                                                                                                                                                                                                |
|---------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **TRANSITION**      |   |                                                                                                                                                                                                                                                                                                          |
|                |   |                                                                                                                                                                                                                                                                                                          |
| Close Down Timings  |   | All agreed VIA staff within  scope will exit following completion of the parallel run phase and agreed  close reporting.                                                                                                                                                                                      |
|                |   | Certain agreed roles will be  retained by VIA post transfer for a minimum period of 6 months to assist with  post transfer stabilisation in the larger countries.                                                                                                                                             |
|                |   | In France, Spain and Portugal,  the local Finance Director will be expected to support the stabilisation  activities.                                                                                                                                                                                         |
|                |   |                                                                                                                                                                                                                                                                                                          |
| Ramp Up             |   | All new staff will be  recruited 2 months prior to service transfer in order to allow sufficient  time for training, planning knowledge transfer.  All recruited staff (in accordance with the agreed ramp up  schedule) will be billable to VIA NET.WORKS immediately upon starting work  for Accenture |
|                |   |                                                                                                                                                                                                                                                                                                          |
| Knowledge Transfer  |   | The knowledge transfer plan  has been based on the following effort estimates:                                                                                                                                                                                                                                |
|                |   | • A  maximum of 4 weeks preparation and planning in country                                                                                                                                                                                                                                              |
|                |   | • 8  weeks execution based on 2 weeks staff induction, 4 weeks shadowing, 2 weeks  parallel run, including a week of final setup/mobilisation                                                                                                                                                            |
|                |   |                                                                                                                                                                                                                                                                                                          |
| Backlog’s      |   | In general, the assumption is  that services will be transferred to Accenture in reasonable order defined as  including:                                                                                                                                                                                      |
|                |   | •  Key account reconciliation’s are complete and up to date                                                                                                                                                                                                                                         |
|                |   | •  The accounts to be transferred are reconciled by the client at transfer date  or a plan is in place for the client to clear backlog in a defined timeframe                                                                                                                                            |
|                |   | •  Customer and supplier account subledgers balances should be reasonable with  any backlog identified and actions in place to clear outstanding issues                                                                                                                                                  |
|                |   | •  Accenture will only take responsibility for accounting entries made after  transfer date when the account does not reconcile at transfer date.                                                                                                                                                        |
|                |   |                                                                                                                                                                                                                                                                                                          |
| Resourcing          |   | The VIA NET.WORKS contract  manager will be in place on June 16,2003  to support the transition process.  This individuals role will be not only to manage the contract,  but also to take responsibility for driving change within the countries                                              |
|                |   |                                                                                                                                                                                                                                                                                                          |
| **SOLUTION DESIGN** |   |                                                                                                                                                                                                                                                                                                          |
|                |   |                                                                                                                                                                                                                                                                                                          |
| Retained Costs      |   | Client Systems support and  administration, licenses (provided as an Existing Contract), system training  are a retained Client cost                                                                                                                                                                          |

 

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*******CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED ANDFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIALTREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.*******

 
| **Area**                                |   | **Assumption**                                                                                                                                                                                                                                                                                                                                                                                                               |
|-----------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Redundancy & Retention              |   | Client are wholly responsible  for the redundancy and retention costs associated with existing Client staff                                                                                                                                                                                                                                                                                                                  |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Billing System                          |   | The following assumptions are  being made on the implementation of the new Billing system (exact timings to  be confirmed):                                                                                                                                                                                                                                                                                                  |
|                                    |   | •  {*****} interfaces in place requiring {*****} interventions                                                                                                                                                                                                                                                                                                                                                          |
|                                    |   | •  Legacy master data has been {*****} i.e the status quo is at least  maintained.                                                                                                                                                                                                                                                                                                                                      |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Financial System                        |   | The following assumptions have  been made on the core CODA financial system:                                                                                                                                                                                                                                                                                                                                                 |
|                                    |   | •  {*****} with all countries operating on a common platform                                                                                                                                                                                                                                                                                                                                                            |
|                                    |   | •  {*****} implemented including {*****} functionality. Delivered in accordance  with the FSSC go live dates                                                                                                                                                                                                                                                                                                            |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Treasury                                |   | The Treasury project being led  and implemented by VIA NET.WORKS will develop a plan to consolidate local  banking arrangements over a period of time post service transfer.  In addition the Interim corporate  Treasurer will implement a central disbursement account for the use by  Accenture.  This will include definition  and provision of tools, systems interfaces and banking relationship  management |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Procurement ‘To Be’ Processes |   | Roll out and compliance with  the ‘To Be’ procurement process will happen over a period of 12 months as  existing commitments lapse and are renewed.  VIA NET.WORKS will identify an owner of  the Procurement process. This person will work with Accenture to define  relevant policies and co-ordinate strategic sourcing activities across VIA  NET.WORKS                                                 |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Domain & Telco Invoices             |   | The VIA NET.WORKS provisioning  team will work with Accenture to identify how Telco invoices and Domain  requests can, where possible, be electronically reconciled with the  provisioning system                                                                                                                                                                                                                            |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Reporting Requirements                  |   | All new Cognos reports  required to support the services provided by Accenture will be produced by  the VIA NET.WORKS systems administration team to a mutually agreed schedule                                                                                                                                                                                                                                              |
| DSO Reporting                           |   | The status of DSO and the  calculation methodology will be documented as part of service transfer                                                                                                                                                                                                                                                                                                                            |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Customer Segmentation                   |   | Customer segmentation will  drive the appropriate processes for credit checking. VIA NET.WORKS will  appoint a business owner to define policy and business rules. Accenture will  operate on ‘As Is’ basis until this has been completed and rolled out                                                                                                                                                           |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| CRM                                     |   | Accenture will require access  to CRM trouble ticketing workflow. VIA NET.WORKS will be responsible for  providing access, licenses and training, ongoing applications management as  detailed within the Operating Level Agreement                                                                                                                                                                                          |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Invoice Process & Approval          |   | All AP invoices will be sent  to Prague, via an in country PO Box, scanned and approved using workflow  technology. Original documents will be archived locally on a periodic  basis.  VIA NET.WORKS will bear the  cost of any additional requirements such as postage to support this process                                                                                                                         |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Document Management                     |   | A standard document management  system will be rolled out as part of the CODA Procurement solution to allow  invoice imaging.  VIA NET.WORKS will  bear the cost of any additional requirements to support this process                                                                                                                                                                                                 |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Customer Renewals                       |   | The process for dealing with  customer renewals will be defined as part of O2C process and agreed with the  sales/customer care team prior to service transfer                                                                                                                                                                                                                                                               |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Cancellations/ Suspensions/             |   | The process for dealing with  service cancellations (deprovisioning), renewals and suspensions will be  defined and agreed prior to service transfer                                                                                                                                                                                                                                                                         |

 

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| **Area**                                                     |   | **Assumption**                                                                                                                                                                                                                                                                                        |
|--------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Renewals                                                     |   |                                                                                                                                                                                                                                                                                                  |
|                                                         |   |                                                                                                                                                                                                                                                                                                  |
| Reseller and Referrals  Billing, Commissions Operating Model |   | VIA NET.WORKS will confirm the  Reseller and Referrals operating model for each country and provide the  required tools for Accenture to support this process                                                                                                                                         |
|                                                         |   |                                                                                                                                                                                                                                                                                                  |
| Audit Support                                                |   | VIA will provide Accenture  with the Auditors recommendations for each country pertaining to the Services  to be provided by Accenture (internal and external). VIA and Accenture will  jointly develop an action plan to address the recommendations that impact the  services provided by Accenture |
|                                                         |   |                                                                                                                                                                                                                                                                                                  |
| CODA Training                                                |   | All CODA training will be  provided in English by the VIA NET.WORKS systems team.  VIA NET.WORKS will bear the cost required  to deliver such training                                                                                                                                           |
|                                                         |   |                                                                                                                                                                                                                                                                                                  |
| Legacy System Training                                       |   | All Legacy system  training will be provided in Country by  appropriately experienced VIA NET.WORKS personnel.  VIA NET.WORKS will bear the cost of any additional specialist  training  required.                                                                                     |
|                                                         |   |                                                                                                                                                                                                                                                                                                  |
| Credit & Collections                                     |   | Each country will have a  defined credit & collections policy and tools and reports in CODA.  This will be superseded over time as the  corporate policy is developed                                                                                                                        |
|                                                         |   |                                                                                                                                                                                                                                                                                                  |
| Asset Register Management                                    |   | VIA NET.WORKS will be  responsible for maintaining in country a register of assets. The register  will need to be validated on an annual basis as part of meeting the statutory  reporting requirements                                                                                               |
|                                                         |   |                                                                                                                                                                                                                                                                                                  |
| Regulatory Environment                                       |   | Client is responsible for  managing the relationship with regulatory authorities  in the Countries, including making any  application/notification as required to allow Service Provider to comply with  its obligations under this Agreement.                                                   |
|                                                         |   |                                                                                                                                                                                                                                                                                                  |
| Postal Renewals                                              |   | If a postal renewals process  is implemented, the associated cost will be for Via’s account                                                                                                                                                                                                      |
|                                                         |   |                                                                                                                                                                                                                                                                                                  |
| Expense Processing                                           |   | Expenses processing will be transferred on  an as is basis and future consideration will be given to implementation of a  new Corporate Expenses policy to channel all expense claims through Accounts  Payable (i.e through the FSSC)                                                                |

 

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**Schedule 7**

**GOVERNANCE  STRUCTURE**

 

**1.****             PURPOSE**

 

1.1     Thisschedule outlines the principles involved for the setting up and operationof the governance structure, which will be used to ensure that the Servicesprovided by Service Providers are consistent with the joint strategy of the twoparties. Governance should also ensure that Service Provider delivers theServices to an acceptable level of performance in accordance with the agreement(while also ensuring that the required inputs from Client are met) from the dayto day operational level through supervisory and Centre management levels tothe Joint Review Board. Further to that goal, a dispute resolution process hasalso been included to facilitate the resolution of any disputes.

 

**2.****             GOVERNANCE STRUCTURE**

 

 

Theabove diagram indicates the required interactions to ensure that parties remainaligned at all levels, and gives a brief summary of responsibilities at thoselevels.

 

**3.****             JOINT REVIEW BOARD**

 

3.1           Each party shallappoint representatives to the Joint Review Board. The JRB should at a minimumbe comprised of the Client sponsor and the Service Provider Client Partner.This forum is principally charged with giving direction to the relationshipbetween Client and Service Provider in order to ensure that Service Providerremains aligned to Client’s strategy. Service Provider will coordinatequarterly reviews for this group in order to:-

 

(a)   Review the progressof the Services

(b)   Manage resolution toescalated contractual issues (subject to Clause 7 below)

(c)   Validate that thearrangement is still aligned to Client’s strategic direction

 

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Participationof the Nominated Representatives from each Party is required at these meetings.

 

As implied bythe name, each party has an equal input into these meetings, in line with theneed for the two Parties to work closely together to maximise quality andefficiency in the execution of the services.

 

**4.****             MANAGEMENT ARRANGEMENTS**

 

4.1     Each Party willappoint a named representative charged with day-to-day management of therelationship (the “Nominated Representative”). Initially, the Service Provider Nominated Representative will beMichaela Oharkova and the Client Nominated Representative will be Nigel Tuppen.

 

4.2     Each Party may changeits Nominated Representative during the course of this Agreement by givingwritten notice to that effect to the other Party.

 

**5.****             SERVICE REVIEW MEETINGS AND REPORTING**

 

5.1     The NominatedRepresentatives will form the basis of the monthly Service Delivery Review(SDR) meeting, described below:-

 

(a)           Only one such meetingwill take place each month, to review the performance of Service Provider indelivering the services to all of the Countries.

(b)           Other individuals maybe involved by invitation and agreement.

(c)           The basis of thismeeting shall be a monthly Service Performance Report, to be produced byService Provider. The Service Performance Report is described later in thisschedule.

(d)           The meeting shallfocus on issue and risk management and objective setting, with both partiesutilising the resources reasonably available to them within the scope of thecontract to resolve or improve any arising issues.

(e)           The meeting may beused to review recommendations and suggestions by either Party regarding themodification, enhancement or expansion of the Operational Services.

(f)            In the event thateither Party shall consider any interim meeting necessary such a meeting shalltake place at a location to be agreed between Parties. The purpose of suchmeetings shall be to maintain clear channels of****communications that serve tominimise problems and facilitate planning.

 

5.2     The ServicePerformance Report, to be provided by Service Provider, is described below:-

 

(a)           On a monthly basisService Provider will prepare a written report summarising (i) theirperformance against the Key Performance Indicators (KPIs) set out in theService Level Agreement (SLA) and (ii) the corresponding Operating LevelIndicators for which Client is responsible (based upon information provided byClient).

 

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(b)           review, analyse andrecommend for approval (if appropriate) to the appropriate person(s), orpropose any amendments or modifications to the terms of this Agreement.

(c)           Only one report,consolidating the performance of Service Provider and Client in delivering theservices to all of the client’s countries within scope, will be produced permonth. This report will be submitted to Client in advance of the SDR, in orderthat it might be used in setting the agenda for this meeting.

 

The format and content of the SPR will beagreed between the Nominated Representatives, but will not requiresignificantly more effort than that to record and report on the agreed KPIs andOLIs, and to raise specific issues in relation to service delivery.

 

5.3           A written record ofthe Service Review meetings shall be made and agreed by the NominatedRepresentatives.  Such meetings shallhave a set of defined formal agenda items agreed by the NominatedRepresentatives from time to time which shall as a minimum include:-

 

(a)           Updated on documentedactions from previous meeting

(b)           Contract performance

(c)           Performancestandards;

(d)           Quality of service;

 

and, from time to time,

 

(e)           Charges; and

(f)            Change control

 

**6.****             USER GROUPS AND DAY TO DAY INFORMAL CONTACT**

 

6.1           Service Provider willwork with Client to identify the key stakeholders in each transferred processin order to create a small number of Key User Groups to be mutually agreed bythe parties. The focus of these groups will be to identify ways in which processescan be improved in order to improve the delivery of the Services, by dealingwith operational issues that cause problems on BOTH sides of the hand-offs fromClient to Service Provider and from Service Provider to Client. User Groupswill implement identified improvements where possible, but will seek theapproval of the Nominated Representatives in changing the definition of theServices provided, or in suggesting process changes which have a cost orquality impact to the Services. In line with the principle of the SharedService Centre, improvements should not be considered on a country basis unlessunavoidable, as all processes and activities should remain standardised acrossClient.

 

6.2           Informal operationalcontact directly related to the provision of the Services must be maintained byService Provider and Client to ensure effective provision of the Services tothe agreed levels of quality. However, Service Provider may implement a HelpDesk function in order to filter requests for ad-hoc information or assistance,prioritising them effectively with the caller to ensure that service deliverypersonnel

 

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arenot distracted from their core service delivery activities, thus minimising theimpact of such requests on KPI performance.

 

**7.****             DISPUTE RESOLUTION**

 

7.1           Any question or difference whichmay arise concerning the construction, meaning, or effect of this Agreement orany dispute arising out of or in connection with this Agreement including butnot limited to (i) the proper number of FTEs to use in subsequent ContractYears; (ii) the failure of the parties to agree on a Change Control request orNote; (iii) billing disputes or service credits; or (iv) the failure of theparties to agree upon the initial or revised SLAs or the Key PerformanceIndicators used by the parties to measure the performance of the Service; and (v) the assessment of Losses incurred by aparty due to the non-performance of the other party of its obligations underthis agreement will,in the first instance, be referred to the parties’ Nominated Representativesfor discussion and resolution at or by the next SDR meeting held pursuant toClause 5 above or at an earlier date if so requested by either party.  If the dispute is not resolved at thatmeeting, the dispute will be referred to the second management level who, inthe absence of some other form of contact, must meet within 3 Business Days ofthe reference to attempt to resolve the dispute.  If the dispute is not resolved within such period, the escalationwill continue with the same maximum time interval up to the third managementlevel.  If the unresolved dispute ishaving a material effect on the Services, the parties will use their respectivebest endeavours to reduce the elapsed time in reaching a resolution of thedispute.

 

7.2           Thelevels of escalation are:

 
|             |   | **Provider**                 |   | **Customer**                        |
|------------------|--------|------------------------------|--------|-------------------------------------|
|             |   |                         |   |                                |
| **First Level**  |   | **Nominated Representative** |   | **Nominated Representative**        |
|             |   |                         |   |                                |
| **Second Level** |   | **Client Sponsor**           |   | **Service Provider Client Partner** |
|             |   |                         |   |                                |
| **Third Level**  |   | **Joint Review Board**       |   | **Joint Review Board**              |

 

If any of the above are unable to attend a meeting, a substitute mayattend, provided that such substitute is authorised to settle the unresolveddispute.  Each party will use allreasonable endeavours to reach a negotiated resolution through the abovedispute resolution procedure.  Thespecific format for such resolution will be left to the reasonable discretionof the relevant management level, but may include the preparation andsubmission of statements of fact or of position.

 

7.3           If thedispute has not been resolved at the third management level, either party may(at such meeting or within fourteen (14) days of its conclusion) propose to theother in writing that structured negotiations be entered into with theassistance of a neutral adviser or mediator (“**Neutral Adviser**”) beforeresorting to litigation.

 

7.4           If theparties are unable to agree on a Neutral Adviser or if the Neutral Adviseragreed upon is unable or unwilling to act, either party may apply to the Centrefor Dispute Resolution (“**CEDR**”) in London to appoint a NeutralAdvisor.

 

7.5           Theparties will within (14) days of the appointment of the Neutral Adviser meetwith him/her in order to agree a programme for the exchange of any relevantinformation and the structure to be adopted for the negotiation, to be held inLondon.  If

 

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considered appropriate, the parties may atany stage seek assistance from CEDR to provide guidance on a suitable procedure.

 

7.6           Allnegotiations connected with the dispute will be conducted in completeconfidence and the parties undertake not to divulge details of suchnegotiations except to its professional advisers who will also be subject tosuch confidentiality and will be without prejudice to the rights of the partiesin any future proceedings.

 

7.7           If theparties accept the Neutral Adviser’s recommendations or otherwise reachagreement on the resolution of the dispute, such agreement will be reduced towriting and, once it is signed by their duly authorised representatives, willbe final and binding on the parties.

 

7.8           Failingagreement, any of the parties may invite the Neutral Adviser to provide anon-binding but informative opinion in writing as to the merits of the disputeand the rights and obligations of the parties. Such opinion will be provided ona without prejudice basis and will be private and confidential to the partiesand may not be used in evidence in any proceedings commenced pursuant to theterms of this Agreement without the prior written consent of all the parties.

 

7.9           If the parties fail to reachagreement in the structured negotiations within 30 days of the Neutral Adviserbeing appointed, such a failure will be without prejudice to the right of any partythereafter to refer any dispute or difference to litigation but the partiesagree that before resorting to litigation, structured negotiations inaccordance with this Schedule 7 will have taken place.

 

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**Schedule 8**

**KEY PERSONNEL**

 

**The parties agree that the following roles will be considered KeyPersonnel:**

 

**•****     ****Client ServiceLead**

**•****     ****Service Manager**

**•****     ****OperationsManager**

 

At any time inClient’s reasonable discretion that it is dissatisfied with the performance ofany of these positions, the Nominated Representative (as defined inSchedule 7) shall contact Service Provider to discussion resolution to thedissatisfaction. If Client requests to remove any of the individuals identifiedas Key Personnel then the parties agree to submit the matter to the GovernanceStructure in Schedule 7 unless Service Provider agrees in writing to therequest.

 

When areplacement is requested by Client, Service Provider shall submit to Client thename and resume and/or resume of the proposed replacement and such replacementshall be equally or more qualified than his/her predecessor.

 

All other review shall be in accordance withclause 21 of the agreement.

 

All Service Provider personnel shall havelanguage capabilities to support Client, e.g. French speakers will support VIANET.WORKS France.

 

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**Schedule 9**

 

**TERMINATIONASSISTANCE**

 

# **1.**     PURPOSE

# ** **

This Schedule defines the principles of the Exit Plan and how itshall be developed and revised to ensure that it can be used at any time upontermination of this agreement. Where only the principles of the Exit Plan areset out in this Schedule, the parties shall develop the Exit Plan in accordancewith clause 30 of the agreement by respecting such principles. Any subsequentrevisions made to the Exit Plan shall not be unreasonably delayed or withheldby either party and shall also adhere to the principles set forth below.

 

The Exit Plan shall take effect followingnotice of termination properly given in accordance with Clause 29 “Termination” of the Agreement.

 

# **2.**     EXIT MANAGEMENT

# ** **

In the event that the Exit Plan is invoked, transition of carrying outof the Operational Services back to Client or to a Replacement Supplier shallbe vested in a Transition Manager appointed by Service Provider and a ProjectManager appointed by Client.

 

Service Provider shall, at Client’s cost (unless specified otherwise inClause 8.7 below), such cost to be calculated using the rates set out inSchedule 5, provide reasonable co-operation and resources to Client or toReplacement Supplier in order to assist in the seamless transition ofresponsibility for the carrying on of the Operational Services to Client or toa Replacement Supplier.  The OperationalServices shall continue to be carried on (as may be amended from time to timethrough Change Control) in accordance with the agreed service and cost targetsuntil the date of termination takes effect.

 

Service Provider shall, if required by Client, provide reasonableon-going support and other ancillary assistance (at its then current rates) fora period of up to 3 months after transfer of the carrying on of the OperationalServices so as to assist Client or a Replacement Supplier with continuity ofthe carrying on of the Operational Services. Requests for such support will be made in writing giving reasonablenotice.

 

# **3.**     RECORDS

# ** **

In order to facilitate implementation of the Exit Plan, ServiceProvider shall maintain:

 

•      Documentationon the employees carrying out the Operational Services including cost andservice baseline information

 

•      Aschedule of Third Party Contracts where details of these have beenprovided to Service Provider by Client in accordance with the Agreement

 

Service Provider shall allow Client or theReplacement Supplier reasonable access to review these records.

 

# **4.**     TRANSFER OF ASSETS

# ** **

On termination or expiry of this Agreement:

•      ServiceProvider shall at its discretion offer to Client at the then net book value anyequipment owned by Service Provider which is used by Service Provider solelyfor the purpose of providing the Operational Services

 

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•      ServiceProvider shall transfer to Client any current documentation and managementinformation only relating to the Agreement including System Designs and SystemDocumentation.

 

# **5.**     LICENCES AND CONTRACTS

# ** **

Where such licences or other third party agreements are also used forthe purposes of providing services to Service Provider or to any other clientsof Service Provider, Service provider will upon request provide reasonableassistance to Client, at Client’s cost, in its efforts to obtain alternativelicences or other third party agreements.

 

# **6.**     COMMUNICATION

# ** **

Arrangements for communication with staff, relevant trade unions,suppliers and customers shall be made so as to comply with all applicable legalobligations and so as to avoid any detrimental impact upon the parties’business as a result of undertaking any transfer contemplated by the Exit Plan.  The Parties shall agree prior to anycommunication the manner and timing of such communication.

 

# **7.**     PROVISION OF INFORMATION

# ** **

Each Party undertakes to return to the other all confidentialinformation and other data belonging to the other Party which it has no legalright to retain and shall if requested by the other Party give a writtenundertaking that no copies of any such confidential information have beenretained. The provisions of Clause 20of the Agreement shall apply to all such confidential information.

 

# **8.**     EXIT PLAN RESPONSIBILITIES

# ** **

Client or its appointed agent will

 

•      be responsible for the programmemanagement of the service transfer.

 

•      appoint a Project Manager tooversee all reverse transition activities.

 

•      have sole responsibility for managingthe following elements of the reverse transfer:-

 

1.     Recruitment of necessary staff

 

2.     Induction of staff

 

3.     Planning and preparation for knowledge transfer process andactivities

 

4.     Provision of staff to whom Service Provider should transfer knowledgein line with the plan.

 

5.     Technical and operational set up of the new location(s) forprovision of the services.

 

6.     All technological transfer and integration of systems to enable theservices to be provided from the new location.

 

7.     Client will be solely responsible for all costs associated with theabove.

 

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*******CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTEDAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIALTREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.*******

 

Service Provider will:

 

•      Make available at {*****} theoperational staff to support the necessary knowledge transfer that will berequired by Client.  Such knowledgetransfer shall be limited to on the {*****} activities during the TerminationPeriod.  Client may require that ServiceProvider provide {*****} under the terms of this clause a number of dayscalculated as {*****} multiplied by {*****} providing the Services.

 

•      provide any additional  operational staff that are required toeffect the knowledge transfer and baselining

 

•      provide a Project Manager tooversee all reverse transition activities.

 

•      appoint a single point ofcontact to liaise with the Client’s transition manager to ensure that issuesand risks are managed as effectively as possible during the transition.

 

# **9.**     GENERAL

# ** **

For the purposes of this schedule, it is assumed that the transitionback to Client or to a Replacement Supplier is undertaken in a single wave inorder to ensure a clean cut off date for the change of responsibilities. Onthis basis, the transition is assumed to take no more than 4 months from startto finish.

 

In the event that the reverse transition occurs on a different basis,or that it requires more input and resourcing from Service Provider, the costof this support should be agreed prior to the incremental resource beingsupplied.

 

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**Schedule 10**

 

**EMPLOYEES**

 

# **1.**             It is acknowledged that Service Provider will from the relevant Go-LiveDate provide the Services from Prague, Czech Republic.  Client shall, and will procure that itsAffiliates will, prior to the relevant Go-Live Date, terminate the employmentof the Employees or re-deploy the Employees to other of Client’s or itsAffiliates’ activities which do not form part of the Services.

# ** **

# **2.**             Client and the relevant Client Affiliate shall indemnify Service Providerand its relevant Affiliates against any Losses arising from any breach ofclauses 1 above by Client and/ or the relevant Client Affiliate.

# ** **

# **3.**             Client and the relevant Client Affiliate shall indemnify and continue tokeep indemnified Service Provider and its relevant Affiliates against allEmployment Liabilities arising from any claim or assertion made by or on behalfof any Employee or representative of such Employee or any other employee ofClient or its Affiliates who is not an Employee or any employee or worker of aThird Party that the employment of such individual transfers or should have transferredto Service Provider or its Affiliates by operation of any of the EmploymentRegulations.

# ** **

# **4.**             The indemnities in this Schedule 10 extend to include all costs andexpenses suffered or reasonably incurred in connection with Service Providerand its relevant Affiliates enforcing the rights under this Schedule 10.

# ** **

# **5.**             Prior to the relevant Go-Live Date Service Provider agrees to review,withoutobligation, the applications of any Employees together with other applicationsreceived by Service Provider for positions advertised in Prague for work on theOperational Services.

# ** **

# **6.**             Client shall indicateto all Employees that the Service Provider has no obligation to hire anyEmployees. Client shall inform all Employees that should they be hired byService Provider their employment relationship shall first be terminated byClient and any employment relationship entered into with Service Provider shallbe pursuant to a new contract of employment under Service Provider’s terms andconditions.

# ** **

# **7.**             In thisSchedule 10:

# ** **

## **7.1**           “Employees” means those individuals employed byClient and its Affiliates who are currently providing the services which shallbe replaced by the Services.

## ** **

## **7.2**           “Employment Liabilities” means all claims (includingbut not limited to claims for redundancy payments, unlawful deduction of wages,unfair, wrongful or constructive dismissal compensation, compensation for sex,race or disability discrimination, claims for equal pay, compensation for lessfavourable treatment of part-time workers, awards for failure to inform orconsult, claims arising in respect of any collective or workforce agreements,and any claims whether in tort, contract or statute or otherwise), demands,actions or proceedings (whether actual or threatened) and any award, compensation,damages, tribunal awards, fine, loss, order penalty, payment made by way ofsettlement and costs and expenses reasonably incurred in connection with aclaim or investigation (including without limitation any investigation by theEqual Opportunities Commission, the Disability Rights Commission or theCommission for Racial Equality or any other enforcement, regulatory orsupervisory body

## ** **

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## **and of implementing any requirements which may arise fromany such investigation) and any reasonable legal costs and expenses**

## ** **

## **6.3**           “Employment Regulations” means the Acquired RightsDirective 77/187/EEC (as amended) and any legislation implementing theprovisions of that Directive as amended from time to time in the UK, Germany,Netherlands, France, Portugal or Spain and any equivalent or similarlegislation in Switzerland and the Czech Republic.

 

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**Schedule 11**

 

**DATA PROTECTION**

 

**1  Data Protection Overview**

 

1.1  Subject toclause 1.2, in relation to all Personal Data that the Client controls, theClient shall at all times comply with the Data Protection Legislation, as adata controller, including maintaining a valid and up to date registration ornotification in each country which subject to the relevant Data ProtectionLegislation in which the Client is established and from which the Personal Datais transferred.

 

1.2  ServiceProvider shall at all times  ensure thatits processing of Personal Data does not put the Client in breach of theapplicable Data Protection Legislation when acting as a data processor on theClient’s behalf.

 

**2  Processing of Personal Data**

 

The Service Provider shall:

 

2.1  processPersonal Data belonging to the Client only on and in accordance with theinstructions of the Client (subject to compliance with applicable law);

 

2.2  onlyundertake processing of Personal Data reasonably required for the purposes ofproviding the Services and shall not transfer any Personal Data to any countryor territory outside the European Economic Area other than as set forth inclause 24.5;

 

2.3  use allreasonable endeavours to procure that all relevant Subcontractors comply withthis Schedule 11.  For theavoidance of doubt a relevant Subcontractor is one that processes Personal Databelonging to the Client.

 

and in the event that it cannotcomply with this clause for any reason whatsoever, it will inform the Client assoon as reasonably practicable, who is then entitled to suspend the transfer ofPersonal Data and/or terminate this Agreement in accordance with Clause 29.4.

 

**3  Disclosure of Personal Data**

 

The Service Provider shall not disclosePersonal Data to any third parties other than:

 

3.1  toemployees and Subcontractors to whom such disclosure is reasonably necessary inorder for the Service Provider to carry out the Services; or

 

3.2 to the extent required under a court order or to comply with a lawprovided that the Service Provider shall give notice in writing to the Clientof any disclosure of Personal Data which it or a Subcontractor is required tomake under this **clause 3.2as**immediately it is aware of such a requirement.

 

The Service Provider shall promptly notifythe Client with full details of any accidental or unauthorised access ordisclosure by any person whatsoever.

 

**4  Technical Measures to ProtectPersonal Data**

 

4.1   The Service Provider shall bringinto effect and maintain, and shall use all reasonable endeavours to ensurethat all relevant Subcontractors have in effect and maintain all appropriatetechnical and organisational measures necessary to prevent unauthorised orunlawful processing of or access to Personal Data and accidental loss ordestruction of, or damage to, Personal Data including but not limited to takingreasonable steps to ensure the reliability and probity of staff having accessto the Personal Data.

 

4.2   The Client may, at reasonableintervals during the Agreement and for a period of six (6) months followingtermination or expiry of the Agreement, request a written description of thetechnical and organisational methods employed by the Service Provider and the

 

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relevant Subcontractors referred to in clause** 4.1**. Withinseven days of such a request, the Service Provider shall supply writtenparticulars of all such measures as it is maintaining detailed to a reasonablelevel such that the Client can determine whether or not, in connection with thePersonal Data, it is compliant with the Data Protection Legislation. The ServiceProvider shall use all reasonable endeavours to ensure that the Subcontractorsalso comply with such request from the Client.

 

4.3   ServiceProvider’s current policies regarding data protection are attached hereto asAttachment Sch11-A.

 

**5  Subject Access**

 

5.1 If under the Data Protection Legislation, theClient is required to provide information to a Data Subject in relation toPersonal Data when such data is in the possession or under the control of theService Provider; and the Client informs the Service Provider in writing thatthis is the case; then the Service Provider shall guarantee reasonable andprompt co-operation to the Client in meeting its obligations under the DataProtection Legislation including making copies of the relevant Personal Data tothe extent the same are in its possession or control.

 

5.2 Each party shall provide the other as soon asreasonably practicable, with such information in relation to Personal Data andtheir processing as the other party may reasonably request in writing and theparty asked to provide the relevant data may reasonably be able to provide inorder for the other party to:

 

5.2.1 comply with its obligations under this clauseand the Data Protection Legislation; and

 

5.2.2 assess whether the processing of these PersonalData in connection with this Agreement is breaching or may breach the DataProtection Legislation in a manner that is material and not effectivelysanctioned by any guidance statement issued by the applicable SupervisoryAuthority.

 

5.3 The Service Provider will:

 

5.3.1 co-operate with the Client in complying with anyenquiry made, investigation or assessment of processing instigated by theRegulator or relevant Supervisory Authority in relation to the Personal Data;and

 

5.3.2  whennotified by the Client in writing from time to time, comply with any agreementbetween the Client and a Data Subject in relation to any processing of theirPersonal Data which causes or is likely to cause substantial and unwarranteddamage or distress to the individual, or any Court order requiring therectification, blocking, erasure or destruction of any Personal Data.

 

**6 Data Management**

 

6.1 The Service Provider and the Client shall eachtake appropriate precautions (having regard to the nature of their respectiveobligations under this Agreement) to preserve the integrity of the Client Dataand to prevent any corruption or loss of the Client Data.

 

6.2 The Service Provider shall ensure that a back-upcopy of the Client Data is made on a daily basis and that such copy is recordedon media from which the Client Data can be re-loaded in the event of anycorruption or loss of the Client Data.

 

6.3 In the event that the Client Data is corrupted orlost as a result of any breach by the Service Provider of any of its obligationsunder this Agreement, any act or omission of the Service Provider or negligenceof the Service Provider, its agents or Subcontractors then, without prejudiceto the other rights and remedies of the Client:

 

6.3.1 the Service Provider shall at its own expenserestore or procure the restoration of the Client Data using the back-up copyreferred to in this **clause 6**;and

 

6.3.2 if the Service Provider fails to do so within areasonable period (which shall be determined with regard to the severity of thecorruption or loss of data, but which shall not in

 

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any event exceed seven days), the Client may itself atthe Service Provider’s cost and expense restore or procure the restoration ofthe Client Data using the back-up copy referred to in this **clause 6**.

 

**7 Audit**

 

7.1 In accordance with clause 13of the Agreement, the Service Provider agrees that it will at the request ofthe Client submit its facilities for processing Personal Data under thisAgreement for:

 

7.1.1 any audit required by anyRegulator or Supervisory Authority and their authorised representatives; and

 

7.1.2 audit by the Client andits authorised representatives, provided that:

 

(a) reasonable notice is givenby the Client;

(b) the audit is conductedduring the Service Provider’s normal business hours;

(c) the Client uses allreasonable endeavours to keep disruption to the Service Provider’s day to dayactivities to a minimum when conducting such audit; and

(d) such right to audit is notexercised unreasonably by the Client.

 

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**Attachment Sch11-A**

**Service Provider’s DataProtection Policies**

 

# **DATA PRIVACY POLICY 90**

# ** **

### *1.  Scope and Application*

###  

This policy regulates the way in whichAccenture (the company) obtains, uses, holds, transfers and otherwise processespersonal data about individuals and ensures all its employees understand therules about protecting personal data. It also explains individuals’ rights in relation to their personal dataprocessed by the company.  In addition,the policy regulates the circumstances in which one Accenture entity processespersonal data on behalf of another Accenture entity. This policy does not applyto processing of personal data on behalf of clients of the company and otherthird parties.

 

The company also abides by localizedvariances to this policy.  Suchvariances are designed to regulate the processing of personal data inaccordance with a country’s specific local laws, where they exist.  These localized variances, together withthis policy, ensure that all Accenture employees understand the company’sobligation to abide by the data privacy laws and regulations of all of thecountries in which the company operates. The localized variances are available as country supplements to thispolicy.

 

Guidelines are available to help employeesinterpret and act in accordance with this policy.  The internal global guidelines are provided in the supportingdocumentation to this policy. The localized versions of these guidelines existfor a number of countries, where they have localized the global policy.  It is advisable therefore to contact thecountry’s local Data Privacy Officer to ascertain if localized policies andtherefore localized guidelines apply.

 

Where the company controls other companyentities (whether by virtue of contract, partnership, ownership of shares orotherwise), that other company will be required to abide by the principles setin this policy.

 

The company processes personal data about itsemployees, the employees of its clients and suppliers and any otherindividuals, including job applicants, former partners and former employees,for a number of business purposes, including:

 

Scheduling

Recruitment

Employee performance management andprofessional development

Payroll, fund management and accounting

Business and market development

Building and managing external relationships

Planning and delivery of business integrationcapabilities

Research and development

Technology infrastructure and support andfacilities management

Travel management

Knowledge management

Other purposes required by law or regulation

 

### *2.  The company’s duties*

###  

To protect the personal data that comes intothe company’s possession, all company entities will observe the followingpolicy guidelines:

 

(a)         The company will process personal datafairly and lawfully.  In particular, thecompany will not process personal data at all unless one of the followingconditions is met:

(i)          the individual concerned has consented tothe processing;

 

Appendix 1 –Transition Plan

MasterServices Agreement – Execution Copy

 

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(ii)         the company needs to carry out theprocessing (1) to perform, or take steps with view to entering into, a contractwith the individual concerned (2) to comply with legal obligation or (3) toprotect the vital interests of the individual concerned in a ‘life or death’situation; or

(iii)        the company needs to carry out theprocessing to pursue the company’s legitimate interests, and those interestsare not overridden because the processing prejudices the interests orfundamental rights and freedoms of the individual concerned.

 

(b)         When an individual gives the companypersonal data about him or herself, the company will make sure that theindividual knows who they are and what they intend to do with the dataprovided.  The company will also observeprocedures designed so that individuals giving the company their personal dataare provided with any additional information that may be necessary so that theprocessing of the data is fair.

 

(c)         Where collecting personal data about anindividual indirectly (for example, from a published source), the company willinform the individual that the company holds the data and what the companyintends to do with the data.  Thecompany will also observe procedures designed so that the individual isprovided with any additional information that may be necessary so that theprocessing of the data is fair.

 

This information will not be provided where the effortinvolved would be disproportionate to the value to the individual of beinginformed.

 

(d)         Thecompany does not generally seek to collect data relating to the following: Racial or ethnic origin

 

Politicalopinions

 

Religious orother similar beliefs

 

Trade unionmembership

 

Physical ormental health

 

Sexual life

 

Criminalrecord.

 

Thecompany will not collect such data at all unless:  (i)  the individualconcerned agrees in writing that the company may do so, on the basis of a fullunderstanding of why the company is collecting the data, or ii) the companyneeds to do so to meet its obligations or exercise its rights under employmentlaw, or iii)  in exceptionalcircumstances such as where the processing is necessary to protect the vitalinterests of the individual concerned.

 

Thecompany may in some exceptional circumstances rely on consent given on behalfof the individual, for example by a company employee on behalf of a familymember.

 

(e)       The company will haveprocedures and systems to ensure that:

(i)    it does not collect excessive personaldata; and

(ii)   the personal data it holds are adequate(given the purposes for which they are collected), relevant to those purposes,accurate, up to date and

(iii)  it processes personal data only for thepurposes specified in this policy or in information given to the individualconcerned.

 

(f)        The company will observeretention policies and procedures designed so that it deletes personal dataafter a reasonable time, given the purposes for which the personal data areheld, except where, given those purposes, it is necessary to keep the personaldata indefinitely, or another law requires the data to be kept for a certaintime.   When the company no longer needsto keep personal data for the purposes for which they are held it will destroythem as soon as practicable.

 

7

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(g)       The company will have inplace organizational, physical and technical security arrangements in relationto all of the personal data that it holds.  It will ensure those arrangements are appropriate to the risksrepresented by the processing it carries out of those personal data and thenature of those personal data.   Whereappropriate, these arrangements will include arrangements for ‘need to know’ accessto personal data.

 

The company recognizes, in particular, that adequate securityis important where it arranges for outside service providers to processpersonal data on its behalf.  Where thecompany establishes such arrangements they will ensure that the serviceproviders are bound by written contracts under which they agree to act only onthe company’s instructions and to have appropriate security arrangements inplace to protect the personal data.

 

(h)   The company recognizes that personal dataneeds to be treated with care in countries which do not have data protectionlaws, or whose data protection laws do not provide as high a level ofprotection as has become the accepted standard in the European Union.  In those countries the company will not transferpersonal data to third parties for further processing (other than merely forprocessing on the company’s behalf) unless they make a binding contractualcommitment to abide by a data privacy standard at least as high as this policyin relation to the data.  The onlyexceptions are where:

 

(i)    the transfer is necessary 1) to protect thevital interests of the individual concerned in a ‘life or death’ situation, or2) to enter into or perform a contract with (or for the benefit of) thatindividual; or

(ii)   that individual has consented to thetransfer.

 

### *3.  An individual’s rights*

###  

**3.1 Right of access**

 

(a)   On written request by an individual, andwhere the company have or are given sufficient information to allow the companyto identify the individual making the request and decide whether the companyholds personal data about him or her, the company will:

 

(i)            Inform that individual whether the companyholds personal data about him or her;

(ii)           Describe the data it holds, the reason forholding the data and the categories of person to whom it may disclose the data;and

(iii)          Provide the individual with copies of thepersonal data held about him or her, together with an indication of thesource(s) of the data.

 

(b)   The company will provide this informationand these copies within a reasonable period after the individual’s request, orwithin any specific period that may be required by local law in any country.

 

(c)   The company may, however, refuse to providean individual with information where disclosure of that information wouldreveal information about another individual (in which case the company willprovide much of the information as possible without revealing information aboutthe other individual), unless the other individual agrees that the company mayrelease the information or the company decides that it is reasonable to providethe information without the other individual’s agreement.

 

In addition, in some countries localized policies may providefor other legitimate reasons for refusing an individual’s request for access,in accordance with national data protection law.

 

**3.2****         ****Right ofcorrection**

 

(a)   Individualsmay request that the company corrects the personal data it holds aboutthem.  If the company agrees that thedata are incorrect, it will delete or correct the data.  If it does not agree that the data areincorrect, it will, nevertheless, record in the relevant file(s) the fact thatthe individual considers the data to be incorrect.

 

8

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**3.3****          Right to object to direct marketing**

 

(a)   The companywill abide by any request from an individual not to use his or her personaldata for direct marketing purposes.

 

**3.4****          Right to object to processing for compelling reasons**

 

(a)   Where thecompany relies on the ‘balance of interests’ condition in paragraph 2 (a)(iii)above to justify the processing of personal data, the company will abide by anyjustified request from an individual to stop that processing of his or her dataif the individual objects to the processing on compelling and legitimategrounds.

 

**3.5****          Rights in relation to automated decision taking**

 

(a)   The companywill not generally take decisions that significantly affect an individualsolely on the basis of automatic processing of data that evaluates personalaspects of the individual (such as his or her performance at work,creditworthiness, reliability or conduct). Where the company does use such decision-making techniques it willobserve procedures providing adequate safeguards to protect the legitimateinterests of the individual.

 

### *Ensuring compliance with this policy*

###  

(a)   Accenture has internal arrangements inplace to ensure compliance with this policy, to allow effective exercise ofindividuals’ rights guaranteed in the policy and to deal with any complaintsfrom individuals that the company may not have complied with the policy.  All individuals can call upon thesearrangements and/or exercise their rights by contacting their local DataPrivacy Officer.

 

### *When one Accenture entity processes personal data on behalf of anotherAccenture entity*

###  

Where acompany entity processes personal data (the “Processed Data”) on behalf ofanother company entity, the first such entity is referred to in this policy asthe “Processor “ and the second as the “Controller”.

 

(a)       The Processor will:

 

(i)        process the ProcessedData only on the written instructions of the Controller;

 

(ii)       implement appropriatetechnical and organizational measures to protect the Processed Data againstaccidental or unlawful destruction or accidental loss, alteration, unauthorizeddisclosure or access, in particular where the processing involves thetransmission of data over a network, and against all other unlawful forms ofprocessing;

 

(iii)      process the ProcessedData fairly and lawfully;

 

(iv)      make all reasonableefforts to maintain the Processed Data so that they are accurate and up to dateat all times;

 

(v)       make all reasonableefforts to delete the Processed Data after a reasonable time, given thepurposes for which they are held, unless it is appropriate to keep themindefinitely;

 

(vi)      not disclose theProcessed Data to any person except as required or permitted by any agreementbetween the Controller and the Processor or with the Controller’s writtenconsent;

 

(vii)     provide full cooperationand assistance to the Controller in allowing the individuals to whom the datarelate to:

 

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(1)   have access to those data; or

(2)   require that those data are deleted orcorrected if they are incorrect (or, if the Controller does not agree that theyare incorrect, to require the fact that the individual considers the data to beincorrect to be recorded); and

 

(viii)    not process the ProcessedData except to the extent reasonably necessary to the performance of anyagreement between the Controller and the Processor in relation to the ProcessedData.

 

(b)         Section 5of this policy (**w****hen one Accentureentity processes personal data on behalf of another Accenture entity)**constitutes a written instruction from the Controller to theProcessor, subject to paragraph (a), to take such steps in the processing ofthe Processed Data as:

 

(i)        the Processor reasonablyconsiders necessary or desirable for the performance of any agreement betweenthe Controller and the Processor in relation to the Processed Data; and

(ii)       Are consistent with theProcessor’s obligations under any such agreement and any other applicable lawsand regulations.

 

## **Definitions**

‘company’ - Accenture Ltd. (an exempted company registered in Bermuda under NumberEC 30090) and any Accenture Affiliate, which together comprise the AccentureGroup.  “Accenture Affiliate” shall meanany entity, whether incorporated or not, that is controlled by or under commoncontrol with Accenture Ltd. and subscribes generally to the policies andprocedures of the Accenture Group, and “control” (or variants of it) shall meanthe ability whether directly or indirectly to direct the affairs of another bymeans of ownership, contract or otherwise

 

‘personal data’ - Information about livingindividuals which is held in automatically processable form (for example, on acomputer) or in a structured manual filing system.

 

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**Appendix 1**

 

**TRANSITIONPLAN**

 

**1.****     PURPOSE**

 

This Appendix defines the principles of theTransition Plan and Services to be provided thereunder and how the plan shallbe developed and revised to ensure that it remains up to date throughout theTransition Period. Where only the principles of the Transition Plan are set outin this Schedule, the parties shall develop the Transition Plan by usingreasonable endeavours to reach agreement on detailed terms and conditions inrespect of such principles and such agreement shall not be unreasonably delayedor withheld.

 

The TransitionPlan shall be developed and finalised following contract signature by bothService Provider and Client. Any subsequent amendment to the plan must bemutually agreed between the Nominated Representatives of each party.

 

# **2.**     TRANSITION MANAGEMENT &REPORTING

# ** **

A Steering Committee shall govern the overallTransition Plan. The parties involved in this group shall be the ClientSponsor, Client CFO, and key Client stakeholders identified in advance and theService Provider Project Lead. Involvement from the transition management groupwill also be required. The Steering Committee shall meet once every week,unless it’s deemed not necessary by the Nominated Representatives of bothparties, to:-

 

### (a)           Review the status update provided byTransition Management

###  

### (b)           Ensure that the project remains on track todeliver the benefits

###  

### (c)           Ensure that the project remains aligned toClient business needs

###  

### (d)           Resolve any issues escalated to them by theTransition Management

###  

### (e)           To act as a key point of coordinationwithin  Client

###  

Transition of the Baseline Services will bemanaged on a day-to-day basis by a Transition Lead appointed by ServiceProvider and a Project Manager appointed by Client.

 

Client shall, if required by ServiceProvider, provide reasonable on-going support and other ancillary assistance(at its own cost) after transfer of the carrying on of the Baseline Services soas to assist Service Provider with continuity of the carrying on of theBaseline Services in accordance with the assumptions set forth inSchedule 6.  Requests for suchsupport will be made in writing giving reasonable notice.

 

Effort required to report on the TransitionServices is absorbed into the time required to undertake each task. However, itis assumed that review and reporting management effort does not exceed one manday per week.

 

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# *******CERTAININFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTEDWITH RESPECT TO THE OMITTED PORTIONS.*******

# ** **

# **3.**     TRANSITION TEAM STRUCTURE& ORGANISATION

# ** **

The transition team is attached hereto asAttachment App1-A.

 

# **4.**     HIGH-LEVEL TRANSITIONPLAN

# ** **

The above milestone diagram indicates thetimescales anticipated for the completion of service transfer of all in scopeactivities.

 

{*****}

 

**5.****    ****TRANSITIONPLANNING**

 

Detailed transition planning will beundertaken by the Service Provider Transition Lead, Service Transfer Lead andthe Client Group Country Finance Directors and Client Project Manager. Planningactivities to be undertaken will include:-

 

### (a)           Service Provider staff recruitment andinduction

###  

### (b)           In-country introductions and orientation forService Provider staff

###  

### (c)           Explanation of country in-scope processes

###  

### (d)           Review of standard process solutions

###  

### (e)           Identification of high level countrydeviations from the standard process solutions

###  

### (f)            Planning of Service Provider and Client resource availability over the two months of servicetransfer activity

###  

### (g)           Agreement on daily activityplans

 

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# ** **

# **6.**     SERVICE TRANSFER

# ** **

Service Provider and Client shall adopt astandard approach for the transfer of Services for each Country whoseactivities are being transferred to Service Provider. This standard approach shallinclude:-

 

•      Daily activity checklist forknowledge transfer in country

 

•      Daily Client and Service ProviderTransition Management sign-off approval of effective completion of tasks

 

•      Standardisedservice baselining templates to capture:-

 

### (a)   Detailed {*****} transferring tasks, and howto complete them

###  

### (b)   Recording of all {*****} to complete theagreed activities

###  

### (c)   Required {*****} to complete {*****}

###  

### (d)   Existing performance on {*****} including{*****}

###  

### •      Identificationand management of service continuity risk through maintenance of a Risk Log

###  

### •      Weeklystatus update reports into the Transition Team

###  

•      Client shall, at Client’s cost,provide reasonable co-operation and resources to Service Provider in order toensure a mutually acceptable transition process in which responsibility for theexecution of the Baseline Services passes from Client to Service Provider.  The Baseline Services shall continue to becarried on by  Client until the date ofservice transfer takes effect.

 

•      Client shall provide the ServiceProvider service transfer teams full access to offices and facilities atClient’s cost during the service transfer process. This shall include provisionof fixed desk space, network and telephone connectivity in the transferringcountry’s office.

 

•      No activities shall transfer toService Provider until ALL processes and procedures, baselines, resourcerequirements and infrastructure requirements have been clearly identified,communicated and signed off by BOTH parties. Approved signatories shall beService Provider Service Transfer Lead and Client Country Finance Director andClient CFO.

 

# **7.**     PARALLEL RUN

# ** **

Following successful, signed off completionof all Service Transfer activities in country, a period of parallel running hasbeen built into the plan to identify any remaining issues that exist with thetransferring services. This will involve Client continuing to be responsiblefor the services, but Service Provider will be shadowing, ensuring effectiveinterfaces, systems, communications and

 

1

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training have been successfullyimplemented.  It is expected that thisparallel run will continue for two weeks, but may be extended by mutualagreement of both parties.

 

All other issues identified at this stagewill be added to the Risk and Issues Log for the joint attention of the ClientProject Lead and Service Provider Transition Lead in order to identify whatcorrective action is required prior/post service transfer.

 

# **8.**        DEPENDENCIES

# ** **

Given the number and complexity of strategicinitiatives underway in  Client, closecommunication is required across all initiatives. Client shall appoint aProgram Manager who shall:-

 

### (a)   Provide a documented and consolidated view ofkey milestones identified with each project impacting the FSSC initiative inorder that the critical path and key dependencies can be clearly understood andmanaged by  Client.

###  

### (b)   Ensure that dependencies and slippages acrossall projects are effectively and promptly communicated.

###  

### (c)   Ensure effective prioritisation isundertaken on all projects with respect to activities impacting on otherinitiatives to minimise disruption and costs incurred from down time or delayedimplementation.

###  

**9.****        COMMUNICATION**

 

Arrangements for communication with staff,relevant trade unions, suppliers and customers shall be made by Client so as tocomply with all applicable legal obligations and so as to avoid any detrimentalimpact upon the parties’ business as a result of undertaking any transfer contemplatedby the Transition Plan.  Client retainssole responsibility for the effective timing and communication to employeesregarding the service transfer.

 

**10.****      PROVISION OF INFORMATION**

 

Each Partyundertakes to provide all necessary information required to successfullycomplete the transfer of services. In the even that the provision of suchinformation is clearly identified as confidential, each Party will respect theconfidentiality of this information with respect to other third parties.

 

**11.****      TRANSITION ESIMATED RESOURCEREQUIREMENTS**

 

Please see attached spreadsheet fordetails, attached hereto as Attachment App1-B.

 

Note that the transition effort estimatesexcludes operational resources recruited pre-service transfer and their time tocomplete induction, knowledge transfer and handover activities.  This will be covered through the serviceramp-up plan.

 

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**Attachment App1-A**

 

**Transition Team**

 

**{*****}**

 

1

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**VIANET.WORKS**

***The Transition Team***

 
| **Technical  and Work  Environment** |   | **Service Transfer**      |   | **Finance**                                                              |   | **Unit Operations &  Service Management** |   | **People**        |
|--------------------------------------|--------|---------------------------|--------|--------------------------------------------------------------------------|--------|-----------------------------------------------|--------|-------------------|
| Accenture                            |   | Accenture                 |   | Accenture                                                                |   | Accenture                                     |   | Accenture         |
| Ian Hayes                            |   | Adalberto Donati          |   | Ivana Sramkova                                                           |   | Michaela Oharkova                             |   | Jakub Kolinsky    |
| Graham Startin-Field                 |   | Lies Timmer               |   |                                                                     |   | Graham Startin-Field                          |   |              |
|                                 |   | VIA Country FDs           |   | VIA NET .WORKS                                                           |   | Michal Melichar                               |   | VIA NET.WORKS     |
| VIA NET.WORKS                        |   | Andrew Smith (De)         |   | Nigel Tuppen                                                             |   |                                          |   | Rebecca Markovits |
| Leon Fazakerley                      |   | Edwin Busker (Nl)         |   |                                                                     |   |                                          |   | Piers Schreiber   |
| (Security/ connection)               |   | Franck Perez (F)          |   |                                                                     |   |                                          |   |              |
| Jamie Bodenham                       |   | Elisabete Pimenetel (Pt)  |   |                                                                     |   |                                          |   |              |
| (Software)                           |   | Pedro Pablo Souto (Es)    |   |                                                                     |   |                                          |   |              |
|                                 |   | Adrian Jones (UK)         |   |                                                                     |   |                                          |   |              |
|                                 |   | Juerg Amrein (Ch)         |   |                                                                     |   |                                          |   |              |
|                                 |   | VIA Corporate Finance     |   |                                                                     |   |                                          |   |              |
|                                 |   | Jeff Marshall             |   |                                                                     |   |                                          |   |              |
|                                 |   |                      |   |                                                                     |   |                                          |   |              |
|                                 |   | **Transition Management** |   |                                                                     |   |                                          |   |              |
|                                 |   | Accenture                 |   | Alasdair Glen                                                            |   |                                          |   |              |
|                                 |   | VIA NET.WORKS             |   | Nigel Tuppen                                                             |   |                                          |   |              |
|                                 |   |                      |   |                                                                     |   |                                          |   |              |
|                                 |   | **Steering Committee**    |   |                                                                     |   |                                          |   |              |
|                                 |   | Accenture                 |   | Anoop Sagoo                                                              |   |                                          |   |              |
|                                 |   | VIA NET.WORKS             |   | Matt Gough, Aharon Naftali, Danny Ramdhan, Jamie Bodenham, Adrian  Jones |   |                                          |

 

©Accenture 2003. All Rights Reserved.

 

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Transition Activities And Effort

 
|    |   |                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                      |   |                                                                                                                                    |   | **Estimated Effort**             |   |                       |
|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------|--------|----------------------------|
| **Ref** |   | **Area/Key Activities**                                                                                                                                                        |   | **Detailed Tasks**                                                                                                                                                                                                                                                        |   | **Deliverables/Outcome**                                                                                                                |   | **Accenture  Resource  mandays** |   | **VIA  Resource  mandays** |   | **Comments/Assumptions** |
| **1**   |   | **Project Management  (PMO)**                                                                                                                                                  |   | **Managing the transition  project and expectations of all key stakeholders**                                                                                                                                                                                             |   |                                                                                                                                    |   |                             |   |                       |   |   |
|    |   |                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                      |   |                                                                                                                                    |   |                             |   |                       |   |   |
| 1.01    |   | PMO                                                                                                                                                                            |   | •  Project  planning & status reporting

•  Deliverables management

•  Steering  groups preparation and execution                                                                                                                      |   | •  Detailed  {*****}

•  {*****}

•  Steering  groups presentations                                       |   | {*****}                          |   | {*****}                    |   |   |
|    |   |                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                      |   |                                                                                                                                    |   |                             |   |                       |   |   |
| **2**   |   | **Service Transfer**

•**  Wave 1 - Germany, Netherlands**

•**  Wave 2****-****France, Portugal, Spain**

•**  Wave 3****-****UK, Switzerland** |   | **Recruitment of staff and  {*****} to enable {*****} by outsourced employees**                                                                                                                                                                                           |   |                                                                                                                                    |   |                             |   |                       |   |   |
|    |   |                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                      |   |                                                                                                                                    |   |                             |   |                       |   |   |
| 2.01    |   | Recruitment                                                                                                                                                                    |   | •  Scoping  of required roles

•   Identification of required organisational structure

•   Advertising of roles

•   Screening of applications

•   Interviewing and issue of offers and contracts                     |   | •  Job  Specifications

•  New  Accenture recruits

•   Organisational structure                          |   | {*****}                          |   |                       |   | No material direct involvement from Via -  just reporting on progress |
|    |   |                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                      |   |                                                                                                                                    |   |                             |   |                       |   |   |
| 2.02    |   | Induction (incl. preparation)                                                                                                                                                  |   | •  Preparation (incl. materials)

•  Orientation

•   Introduction to Accenture

•   Execution of induction training period                                                                                                       |   | •  {*****}

•   Alignment with the objectives of the relationship between Accenture  and VIA                        |   | {*****}                          |   | {*****}                    |   | Induction will be executed along with each  Wave and not by country |
|    |   |                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                      |   |                                                                                                                                    |   |                             |   |                       |   |   |
| 2.03    |   | Knowledge Transfer Management (including  preparation)                                                                                                                         |   | •  Documentation of all existing processes in scope

•  Detailed  documentation of how tasks are undertaken

•   Documented business controls

•  {*****}  demonstrating the role to new Accenture recruits

•  {*****} |   | •   Documented processes

•  Business  rule and guidelines for operation

•  Trained  Accenture personnel |   | {*****}                          |   | {*****}                    |   |   |
|    |   |                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                      |   |                                                                                                                                    |   |                             |   |                       |   |   |
| 2.04    |   | {*****}                                                                                                                                                                        |   | Ongoing delivery of service by in-house  functions, with Accenture delivery {*****}                                                                                                                                                                                       |   | Documentation of {*****} and {*****}                                                                                                    |   | {*****}                          |   | {*****}                    |   | Parallel run exact timings to be confirmed |

 

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|    |   |                                                      |   |                                                                                                                                                                                                                           |   |                                                                                                                                                                                                  |   | **Estimated Effort**             |   |                       |
|---------|--------|-----------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------|--------|----------------------------|
| **Ref** |   | **Area/Key Activities**                                   |   | **Detailed Tasks**                                                                                                                                                                                                             |   | **Deliverables/Outcome**                                                                                                                                                                              |   | **Accenture  Resource  mandays** |   | **VIA  Resource  mandays** |   | **Comments/Assumptions** |
| **3**   |   | **Unit  Operations**                                      |   | **Operational enablement and integration of Accenture  processes to enable the {*****}**                                                                                                                                       |   |                                                                                                                                                                                                  |   |                             |   |                       |   |   |
|    |   |                                                      |   |                                                                                                                                                                                                                           |   |                                                                                                                                                                                                  |   |                             |   |                       |   |   |
| 3.01    |   | Unit Mobilisation                                         |   | •   Documentation of internal processes and procedures

•  {*****}

•   Formalisation of underpinning processes such as {*****} solutions

•   Implement unit organisational structure |   | •  {*****}  from Centre

•   Formalised {*****} of service provision

•  {*****}  plans in place

•  Unit  organisation                                       |   | {*****}                          |   | {*****}                    |   | Time from Via to agree operational  requirements from Via |
|    |   |                                                      |   |                                                                                                                                                                                                                           |   |                                                                                                                                                                                                  |   |                             |   |                       |   |   |
| 3.02    |   | Functional Interfaces                                     |   | •   Identification of necessary functional interfaces to enable service  delivery {*****}                                                                                                                            |   |                                                                                                                                                                                                  |   | {*****}                          |   | {*****}                    |   |   |
|    |   |                                                      |   |                                                                                                                                                                                                                           |   |                                                                                                                                                                                                  |   |                             |   |                       |   |   |
| **4**   |   | **Finance**                                               |   | **Implementation of the  financial infrastructure required to support the deal**                                                                                                                                               |   |                                                                                                                                                                                                  |   |                             |   |                       |   |   |
|    |   |                                                      |   |                                                                                                                                                                                                                           |   |                                                                                                                                                                                                  |   |                             |   |                       |   |   |
| 4.01    |   | Financial Infrastructure                                  |   | •   Implementation of all necessary internal {*****} in line with the  outcome of negotiations with VIA including {*****}                                                                                            |   | •   Accenture internal opex budgets

•  Charging  & reporting mechanism                                                                                                       |   | {*****}                          |   | {*****}                    |   | Time from Via to agree operational  management requirements |
|    |   |                                                      |   |                                                                                                                                                                                                                           |   |                                                                                                                                                                                                  |   |                             |   |                       |   |   |
| **5**   |   | **Technology & Work  Environment**                    |   | •  **To review and establish the necessary {*****} and  {*****} within the ESC for effective operation as set out below including  {*****}between VIA and Accenture**                                                |   |                                                                                                                                                                                                  |   |                             |   |                       |   |   |
|    |   |                                                      |   |                                                                                                                                                                                                                           |   |                                                                                                                                                                                                  |   |                             |   |                       |   |   |
| 5.01    |   | Define requirements                                       |   | •   Implement Accenture {*****} and {*****} (e.g. {*****})

•  Identify  {*****} requirements                                                                                                              |   | •   Infrastructure consistent with Accenture standards

•  Connectivity  requirements agreed with VIA                                                                             |   | {*****}                          |   | {*****}                    |   |   |
|    |   |                                                      |   |                                                                                                                                                                                                                           |   |                                                                                                                                                                                                  |   |                             |   |                       |   |   |
| 5.02    |   | Implement VPN connectivity                                |   | •   Procurement and implementation of VPN                                                                                                                                                                            |   | •  VPN implemented                                                                                                                                                                          |   | {*****}                          |   | {*****}                    |   |   |
|    |   |                                                      |   |                                                                                                                                                                                                                           |   |                                                                                                                                                                                                  |   |                             |   |                       |   |   |
| 5.03    |   | Review and implement Accenture software  and connectivity |   | •   Implement connectivity of VIA to Accenture network as well as {*****}  (e.g. {*****}, {*****})                                                                                                                   |   | •   Implementation of appropriate Accenture software

•   Connectivity to Accenture network

•   Connectivity to Via Systems

•  VPN  connections implemented |   | {*****}                          |   | {*****}                    |   | Effort focused on lead up times to start  date for recruits for each wave, principally Wave 1 |

 

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|    |   |                                                 |   |                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                           |   | **Estimated Effort**             |   |                       |
|---------|--------|------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------|--------|----------------------------|
| **Ref** |   | **Area/Key Activities**                              |   | **Detailed Tasks**                                                                                                                                                                                                                             |   | **Deliverables/Outcome**                                                                                                                                                                                                                                       |   | **Accenture  Resource  mandays** |   | **VIA  Resource  mandays** |   | **Comments/Assumptions** |
| 5.04    |   | Define ongoing VIA / Accenture  responsibilities     |   | •  Define  VIA/Accenture dependencies

•  Review  existing {*****} and define ongoing IT roles, responsibilities including  connection to VIA IT organisation                                                              |   | •  Contract  schedules {*****}

•  Ongoing  Accenture IT roles and responsibilities

•  IT OLA  between VIA and Accenture                                                                                                        |   | {*****}                          |   | {*****}                    |   |   |
|    |   |                                                 |   |                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                           |   |                             |   |                       |   |   |
| **6**   |   | **Service Management**                               |   | •  **To identify and implement all processes necessary to  underpin the relationship and service delivery between VIA and Accenture from  the setting of Service Level agreements and measurable KPIs to the governance  structure** |   |                                                                                                                                                                                                                                                           |   |                             |   |                       |   |   |
|    |   |                                                 |   |                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                           |   |                             |   |                       |   |   |
| 6.01    |   | Service Baselining                                   |   | •   Measurement of {*****} and {*****} to be used in setting {*****}  between Accenture and VIA                                                                                                                                      |   | •   Identification of {*****} and {*****} against KPIs {*****}.                                                                                                                                                                                      |   | {*****}                          |   | {*****}                    |   |   |
|    |   |                                                 |   |                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                           |   |                             |   |                       |   |   |
| 6.02    |   | Service Level Agreement / Operating Level  Agreement |   | •   Documentation of each party’s area of responsibility and the  performance expected of them in delivering or supporting the services                                                                                         |   | •  Agreed  responsibilities in delivering the service

•  {*****}  to be used as a basis for service reporting and balanced scorecard evaluation                                                                                           |   | {*****}                          |   | {*****}                    |   |   |
|    |   |                                                 |   |                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                           |   |                             |   |                       |   |   |
| 6.03    |   | Service Model                                        |   | •   Definition of how Accenture will deliver the services to VIA, and the  rules that will govern the service delivery                                                                                                               |   | •   Schematic identifying all necessary interfaces in delivering the services

•  Agreed  processes and procedures for these interfaces to ensure clarity of  information and appropriate prioritisation                                   |   | {*****}                          |   | {*****}                    |   |   |
|    |   |                                                 |   |                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                           |   |                             |   |                       |   |   |
| 6.04    |   | Service Management Framework                         |   | •  Development of the processes  that will monitor and control the performance of the services                                                                                                                                       |   | •  Internal  communications model

•  Development  and implementation of a help desk function Establishment of reporting  requirements and processes (including Service Performance Report,  Satisfaction Surveys and Balanced Scorecards) |   | {*****}                          |   | {*****}                    |   |   |

 

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*******CERTAIN INFORMATIONON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TOTHE OMITTED PORTIONS.*******

 
| **Ref** |   | **Area/Key Activities**         |   | **Detailed Tasks**                                                                                                                                                                                                                                                                                                                              |   | **Deliverables/Outcome**                                                                                                                                                                                                                                                                   |   | **Estimated Effort**             |   | **Comments/Assumptions**   |
|---------|--------|---------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------|--------|----------------------------|
|    |   |                            |   |                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                       |   | **Accenture  Resource  mandays** |   | **VIA  Resource  mandays** |   |   |
|    |   |                            |   |                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                       |   |                             |   |                       |   |   |
| 6.05    |   | Governance Model                |   | •   Identification, communication and implementation of an effective  governance model to underpin the operations                                                                                                                                                                                                                     |   | •   Documented governance structure

•  Named  individuals with documented responsibilities and ways of working 

•   Identification of required levels of communications and formalisation  of these

•   Implementation of a Joint Review Board. |   | {*****}                          |   | {*****}                    |   |   |
|    |   |                            |   |                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                       |   |                             |   |                       |   |   |
| 6.06    |   | Quality Control Manual          |   | •   Identification and documentation of all {*****} to be undertaken by  Accenture on behalf of VIA 

•   Identification of {*****}, and the need to {*****}

•   Identification of techniques for {*****} and the objective of the  {*****}

•  High  level risk assessment for {*****} and procedures |   | Fully documented processes made available  to all Accenture employees to ensure that {*****} and VIA financial processes  are followed in a consistent manner by Accenture                                                                                                                 |   | {*****}                          |   | {*****}                    |   |   |
|    |   |                            |   |                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                       |   |                             |   |                       |   |   |
| **7**   |   | **Communications**              |   | **To plan and execute all  communications to all necessary stakeholders throughout the transition  process**                                                                                                                                                                                                                                    |   |                                                                                                                                                                                                                                                                                       |   |                             |   |                       |   |   |
|    |   |                            |   |                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                       |   |                             |   |                       |   |   |
| 7.01    |   | Via Employee Communications     |   | Identification of affected individuals,  communication to affected employees regarding outsourcing process, affected,  identification of key individuals, retention and incentivisation packages,  leaving dates of affetcd employees                                                                                                           |   | Headcount reduction in line with {*****}.                                                                                                                                                                                                                                                  |   | {*****}                          |   | {*****}                    |   |   |
|    |   |                            |   |                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                       |   |                             |   |                       |   |   |
| 7.02    |   | FSSC Stakeholder Communications |   | Status and planning communicatons, process  communications, interfaces and operational processes to ensure smooth  transition and handover                                                                                                                                                                                                      |   | Country readiness for transition /  participation                                                                                                                                                                                                                                          |   | {*****}                          |   | {*****}                    |   |   |
|    |   |                            |   |                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                       |   |                             |   |                       |   |   |
|    |   | **SUB-TOTAL**                   |   |                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                       |   |                             |   |                       |   |   |
|    |   | **CONTINGENCY 10%**             |   |                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                       |   |                             |   |                       |   |   |
|    |   | **TOTAL RESOURCE**              |   |                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                       |   |                             |   |                       |   |   |

 

6

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**Appendix 2**

 

**Not Used**

 

1

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**Appendix 3**

 

**Security Policy and Standards**

 

To be agreedbetween the parties during the Transition Period.

 

1

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