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      Registration System to support PhonepayPlus Code 12

                                            Contracting Principles

                                                  26 May 2010

In submitting your proposal to PhonepayPlus (“PPP”) in respect of your response to the
Invitation To Tender (“ITT”), you must ensure that your proposal incorporates the principles
(“the Contracting Principles”) set out in this document; the compliance with which, is a
condition precedent prior to PPP contemplating any agreement(s) with you for the supply,
implementation, licensing and provision of ongoing support services in respect of the Premium
Rate Services Registration Database System (the “PRS Database”) as set out in the ITT.

For the avoidance of doubt PPP and you the supplier (“Supplier”) acknowledges and accepts that
save for the provisions set out in paragraphs 18 (Confidentiality), and 19 (Governing law and
Jurisdiction) below, these Contracting Principles are not exhaustive and are subject in all respects
to the entering into, and the terms of, a number of formal agreements or an agreement relating to
the supply, implementation, licensing and provision of ongoing support services in respect of the
PRS Database (collectively the “Agreement”) and nothing in these Contracting Principles or
elsewhere, creates any obligation on PPP to enter into the Agreement, any other agreement or
further discussions or negotiations with you.

In making your Proposal, you are required to confirm that you will contract with PPP in
accordance with the Contracting Principles and to advise of any particular aspect of the
Contracting Principles which you cannot meet or for which you propose an alternative. Any
non-compliance with the Contracting Principles will be taken into account in evaluating your
Proposal. Subject always to the overriding requirement of compliance with the Contracting
Principles, PPP is willing to consider using a Supplier’s standard form documentation for
concluding the Agreement.

1.        Licensing Principles

1.1       PPP expects to receive a perpetual, worldwide and non-exclusive, freely transferrable
          licence to use the Supplier’s and any third party’s software provided by the Supplier.

1.2       There should be no ongoing licence fees.

1.3       PPP is prepared to accept limitations on the use of the Supplier’s software to particular
          numbers of users provided that there is a clear pricing mechanism to address any growth
          in PPP’s usage beyond such limitations. There should be no restrictions in relation to the
          use of the software on any hardware infrastructure (subject to an agreed minimum
          specification with PPP).

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1.4       There should be no restrictions (subject to appropriate confidentiality undertakings) on
          PPP appointing any third parties to operate or manage the software or to provide
          outsourced services in respect of the software on PPP’s behalf.

1.5       As a minimum the software should be provided in object code form with escrow of
          source code (see 10. Escrow Principles below).

1.6       To the extent that the Supplier develops software specific to PPP’s requirements for
          which PPP is required to pay additional charges, the Supplier should propose cost
          reduction/rebates to benefit PPP in the event that the Supplier re-licenses such software
          to third parties either directly or by incorporation of such additional functionality into the

2.        Specification Principles

2.1       PPP recognises that each of the bidders has its own approach to defining and specifying
          how its product should be implemented to meet the requirements of a customer. PPP
          also recognises that its solution is likely to be implemented in phases with the
          requirements for the first phase much more clearly specified at contract signature than
          those for the later phases. PPP requires, however, a high degree of certainty that the
          Implementation will meet its requirements and will be undertaken in a timely manner at a
          clearly prescribed price. To achieve these objectives, the bidder is required to specify a
          process in its proposal whereby each phase of PPP’s requirements can be specified in a
          Controlling Specification for delivery and payment according to compliance with fixed
          milestones and prices as set out in the Project Plan specified in clause 3.2 below.

2.2       PPP will expect to have acceptance testing undertaken against the Controlling
          Specification (see 6. Acceptance Principles below).

3.        Implementation Principles

3.1       The Supplier shall appoint a Project Manager who will be the primary point of contact for
          PPP in relation to the Implementation.

3.2       The Supplier shall promptly following contract award prepare a Project Plan (including
          Implementation Timetable) which shall be submitted to PPP for review and comment.

3.3       The Supplier shall submit a monthly report of progress in the Implementation against the
          Project Plan and Implementation Timetable which will be reviewed by PPP and the
          Supplier at a monthly progress meeting.

3.4       Each phase of Implementation work will be subject to acceptance testing (see 6.
          Acceptance Principles below) and each phase which results in software being taken into
          live production use following acceptance shall be subject to liquidated damages for failure
          to meet the agreed Implementation Timetable (see 12. Liquidated Damages Principles

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4.        Change Control Principles

4.1       PPP will expect the supply and services to be managed subject to a clear, effective and
          proportionate Change Control Procedure which shall entitle either party to propose
          contract changes.

5.        Data Migration Principles

5.1       PPP shall be responsible for defining the parameters for the cleansing of data in
          preparation to it being migrated from PPP’s existing systems to the new system.

5.2       The Supplier shall be responsible for migrating the cleansed data into the new system.

5.3       PPP shall be responsible for testing and verifying that the data has been successfully

5.4       The Supplier shall comply with the Data Protection Act in respect of the processing of
          personal data and shall indemnify PPP in respect of any loss arising out of any breach of
          this obligation.

6.        Acceptance Principles

6.1       PPP will expect the supply to be accepted subject to a clear and effective Acceptance

6.2       Acceptance will be given in respect of each phase of the implementation. PPP will,
          however, reserve a right to reject the whole solution (as outlined in the ITT
          documentation) in the event that all or any phases fail to achieve Acceptance. Final
          Acceptance will be given upon the successful implementation of the whole solution,
          subject to 6.4 below.

6.3       PPP will define the Acceptance Procedures and Acceptance Criteria (for both software
          and documentation) and the timeframes within which Acceptance Testing is to be carried
          out. There will be a maximum of three iterations of Acceptance Testing and following a
          second failure the Supplier will be put on notice that a third failure will result in
          termination and/or a claim for losses.

6.4       Final Acceptance will be dependant upon stable uninterrupted / continuous operation for
          a period of 3 months post “go-live”.

7.        Warranty Principles

7.1       The Supplier will be required to warrant that:

          (a)        it has full power and authority to enter into the Agreement;

          (b)        throughout the term of the Agreement it will use all reasonable skill and care to
                     perform its obligations competently and diligently and act in accordance with

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                     good industry practice commensurate with an expert and experienced provider of
                     similar services in fulfilling its obligations;

           (c)       [if any hardware is supplied] PPP will get good title;

           (d)        the software supplied will:
                      a. conform to the Controlling Specification; and
                      b. is the Supplier’s original work; and
                      c. does not infringe the intellectual property rights of any third party; and
                      d. is stable; and
                      e. has no undocumented features; and
                      f. is free of viruses or other malicious code, applications or scripts; and
                      g. is suitable for the purposes for which PPP has procured it; and
                      h. will operate according to the PPP specified performance criteria on the PPP
                          hardware infrastructure; and
                      i. is interoperable with PPP’s existing legacy systems; and
                      j. is scalable according to PPP’s projected needs.

           (e)        the Support Services shall conform to the Statement of Support Services; and

           (f)        it has complied with all applicable legislation.

      8.         Training Principles

The Supplier should propose the manner in which the users and administrators of the system
should be trained.
8.1    The Supplier should deliver sufficient training to enable Ordinary Users of the system to
       make effective use of the system.
8.2    The Supplier should deliver sufficient training to enable Advanced Users of the system to
       carry out the functions that PPP needs. These may include administration and support of
       Ordinary Users and carrying out special tasks, such as configuration of workflows, bulk
       mailings and correcting mistakes made by users etc.
8.3    The Supplier should deliver sufficient training to enable PPP’s IT Manager to support the
       system. This may include backups, disaster recovery, system administration and problem
8.4    The Supplier should deliver “Train the Trainer Training”.

9.         Support Service Principles

9.1        Support Services will commence upon the introduction into live use of the final phase
           post Final Acceptance under clause 6.4 above.

9.2        Support Services will be provided between 0800 and 1800, Monday through Friday with
           the exception of English public holidays. In addition, for a period of [x] months after
           each phase is introduced into live use, the Supplier shall have a member of its staff
           contactable by pager or mobile phone on a 24 hour x 7 day basis.

9.3        The Support Services shall consist of:

           (a)       Help Desk Service;

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          (b)        Incident Rectification Service; and

          (c)        Upgrades Service.

9.4       The Help Desk Service will:

          (a)        act as the point of contact for PPP to log Incidents;

          (b)        agree with PPP the Severity Level of any reported Incident based upon the impact
                     of the reported Incident upon PPP’s ability to use the software;

          (b)        manage and monitor Incident Rectification; and

          (c)        co-ordinate Support Service reporting.

9.5       The Incident Rectification Service will:

          (a)        Investigate and rectify reported Incidents with the software on a prioritised basis
                     dependent upon the Severity Level.

          (b)        have agreed Service Levels (to be proposed by the Supplier in its Proposal) for:

                     (i)        initial technical response to the Incident;

                     (ii)       provision of short term fix or work around to the Incident; and

                     (iii)      final resolution of the Incident.

9.6       The Upgrades Service will:

          (a)        provide PPP with all upgrades to the software made available generally to users of
                     the Supplier’s software (or to users of any third party’s software which has been
                     provided by the Supplier and is subject to the Support Services), this will include
                     installation and or configuration of any upgrades;

          (b)        ensure that any configurations, modifications or enhancements made by the
                     Supplier to its standard software for PPP will continue to operate correctly when
                     any upgrade is brought into service with PPP; and

          (c)        ensure that the software will operate correctly with currently supported versions
                     of Operating System and Office software used from time to time by PPP.

9.7       PPP will not be required to implement all upgrades released by the Supplier but will
          undertake to use either the immediately preceding stable version or any stable version
          issued within the previous two years.

9.8       PPP will give reasonable access to its systems to assist the Supplier in rectifying any
          reported Incident; such access can be remote or physical.

9.9       PPP will channel Incident reporting to the Supplier’s Help Desk through nominated staff.

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9.10      The Supplier shall submit a quarterly service report which will be reviewed by PPP and
          the Supplier at a monthly service meeting.

9.11      The Supplier shall appoint a Service Manager who will attend the quarterly service
          meeting on behalf of the Supplier and shall be the point of contact for PPP in the event
          that any service matter has to be escalated.

9.12      The Support Services shall be subject to Service Credits (see 13. Service Credit Principles

10.       Escrow Principles

10.1      If the Supplier does not provide PPP with the source code of the software (both the core
          software and any modifications and enhancements), the Supplier shall maintain a deposit
          in escrow with NCC Escrow International Limited of Manchester Technology Centre,
          Oxford Road, Manchester M1 7EF (“the NCC”) (subject to the NCC’s standard terms
          for escrow deposit) of such non-obfuscated and properly documented source code to the
          software, electronically in human readable and editable format, together with all ancillary
          materials and documentation required by PPP, to enable a suitably experienced and
          skilled programmer to maintain, amend, enhance, and develop, the software, without
          need for reference to the Supplier or any third party, such materials to include but not be
          limited to; full details of all software development tools used in the creation of the
          software together with full details of the program architecture, any third party libraries,
          code or applications and all logic schematics, diagrams, notes and other preparatory
          materials used in the production and maintenance and development of the software and
          all documentation relating to the development and installation of the software.

10.2      The Supplier shall update the escrow deposit at least once every 6 months.

10.3      The NCC’s charges for maintaining the escrow agreement shall be for the account of the
          Supplier with the exception of any use of the NCC’s software verification services which
          shall be for the account of PPP and made at the request of PPP.

11.       Pricing and Payment Principles

11.1      PPP expects to agree fixed prices with the Supplier for the implementation phases of the
          supply. To the extent that PPP’s requirement is not sufficiently clear at the time of
          proposal for a fixed price to be determined, the Supplier should propose a process
          whereby such may be reached (see 2. Specification Principles above).

11.2      The Supplier should propose a set of day rates for staff providing ad hoc services.

11.3      Support Services will be priced on the basis of an annual fee.

11.4      The bidder should include in its Proposal a means by which prices shall be adjusted
          during the term of the Agreement. In particular, these will be expected to apply to the
          Support Services fees and the day rates.

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11.5      Payments will be made on the following basis:

          (a)        Implementation services will be paid against achieved milestones to be agreed.
                     20% of the price of any phase of work will be retained against Final Acceptance.

          (b)        Any ad hoc services will be paid for monthly in arrears.

          (c)        Support Services will be paid quarterly in advance.

12.       Liquidated Damages Principles

12.1      Liquidated Damages shall be levied against failure to achieve acceptance of each phase by
          the agreed acceptance date due to the default of the Supplier.

12.2      The Liquidated Damages shall be up to a maximum of 50% of the phase price calculated
          on a daily basis over a period of 60 days from the date when acceptance should have been

12.3      The Liquidated Damages provision shall be in full and final settlement of liability
          resulting from the delay in meeting the agreed date up to the maximum period to which
          the Liquidated Damages apply. For delay beyond the maximum period, PPP shall be
          entitled to damages at large.

13.       Service Credit Principles

13.1      Service Credits shall be levied against the failure of the Supplier to meet the agreed
          Service Levels in performing the Support Services.

13.2      The Service Credits shall be calculated monthly up to a maximum of 100% of the pro-
          rata Support Service fee for the month to which they relate.

13.3      Repeated failure to meet the Service Levels over a four month period may be treated as a
          breach of contract giving rise to the right to terminate the contract and claim damages at

14.       Insurance Principles

14.1      The Supplier shall maintain employer’s liability, public liability, product liability and
          professional indemnity insurance cover in respect of its liabilities arising out of or in
          connection with the Agreement, such cover in respect of public liability to be to a
          minimum value of two million pounds and with an insurance company of repute.

15.       IPR Infringement Principles

15.1      The Supplier will be required to provide an IPR infringement indemnity in relation to its
          supplies and services.

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16.       Term and Termination Principles

16.1      The term of the Support Services agreement shall be for 5 years from the first
          commencement of the Support Services.

16.2      PPP shall be permitted to terminate the Support Services agreement for convenience
          before its expiry by giving at least 90 days’ notice to take effect on the anniversary of the
          first commencement of the Support Services.

16.3      Either party shall be permitted to terminate the Support Services agreement upon breach
          of a material obligation by the other party which has not been rectified within 30 days’
          notice so to do.

16.4      PPP shall be permitted to terminate the Support Services agreement if the Supplier is
          insolvent, convenes any meeting of creditors, passes a resolution for winding up, suffers a
          petition for winding up, has an administrative receiver or receiver appointed or suffers the
          appointment of an administrator.

16.5      Save where the Supplier has terminated the Agreement on the basis of PPP’s
          infringement of the Supplier’s intellectual property rights, any termination or expiry of the
          Support Services agreement shall not invalidate PPP’s licence to use the software supplied
          by the Supplier.

16.6      Termination shall take effect without prejudice to the rights of the parties accrued at the
          date of termination.

17.       Dispute Resolution Principles

17.1      The first level of dispute resolution shall be through senior management discussion.

17.2      The parties shall act towards each other in good faith.

18.       Confidentiality

18.1      The parties undertake to each other to keep confidential at all times:

18.1.1 the fact that the negotiations contemplated by the ITT are proceeding; and

18.1.2 any information received by or provided to one party in respect of the other which is not
       generally available in the public domain.

19.       Governing Law and Jurisdiction

19.1      The Agreement and these Contracting Principles and any dispute or claim arising out of
          or in connection with either of them or their subject matter or formation (including non-
          contractual disputes or claims) shall be governed by and construed in accordance with the
          law of England and Wales.

19.2      The parties to the Agreement and these Contracting Principles irrevocably agree that the
          courts of England and Wales shall have exclusive jurisdiction to settle any dispute or
          claim that arises out of or in connection with the Agreement and these Contracting

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          Principles or their subject matter or formation (including non-contractual disputes or
          claims) AND THAT either party shall be entitled to enforce any such judgement in any
          other jurisdiction as appropriate.

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