Schedule 3: Governance

SCHEDULE 3: GOVERNANCE

Schedule 3: Governance

1 Introduction

This Schedule sets out the governance and contract management principles which will
apply throughout the Term under the following headings:
1.
Introduction
2. Objectives
3. Contract
Managers
4. Key
Personnel
5.
General Contract Management
6.
Contract Management Meetings
7. Technology-based
Services
8. Reporting
9. Problem
Management
10. Escalation
Procedure
11.
Dispute Resolution Procedure
12. Service
Improvement
13. Benchmarking
2 Objectives

The objectives of the governance measures set out in this Schedule are to:

(a)
provide a management structure with appropriate contract management procedures
and service management procedures;
(b)
to assist in effective communication and collaboration; and
(c)
encourage the Service Provider in the provision of the Services to remain flexible
throughout the Term to respond to the organisational changes and fluctuations in
BBC demands consistent with the Key Principles.
3 Contract
Managers

(a)
The BBC Contract Manager will be [s.38]xxxxxxxxxxxxxxxxxxxxxxxxxx or such
other person as is notified by the Service Provider from time to time.
(b)
The Service Provider Contract Manager will be

1 of 15

SCHEDULE 3: GOVERNANCE

[s.38]xxxxxxxxxxxxxxxxxxxxxxxxx, Head of Service Delivery. Any change of
Service Provider Contract Manager will be subject to the terms of Clause 9 (Key
Personnel) of the Terms and Conditions.
4 Key
Personnel

The Key Personnel for the purposes of this Contract are:
Name Role
John Ricketts
Group Managing Director
[s.40(2)]xxxxxxxxxxxxxxx
Group Operations Director
Barry Pugh
Group IT Director
[s.38]xxxxxxxxxxxxxxxxx
BBC Contract Manager/Head of Service Delivery
TBC
BBC Account Director

5
General Contract Management
5.1
In addition to the meetings detailed in paragraph 6 below, the BBC Contract Manager and
the Service Provider Contract Manager (plus any other individuals as appropriate)
maintain whatever direct day to day contact is necessary to manage the provision of the
Services.
5.2
Throughout the Term, the parties will work together to:
(a)
regularly review the Service Provider’s performance in relation to all aspects of this
Contract;
(b)
agree any changes to this Contract in accordance with the Change Control
Procedure as set out in Schedule 6 (Change Control);
(c)
continually monitor the Service Provider’s compliance with the Service Levels and
the application of the Service Credits, both as set out in Schedule 4 (Service Level
Agreement);
(d)
regularly review and assess the success of the provision of the Services and the
development of the Services, making any necessary modifications; and
(e)
provide for the establishment and regular updating of the Minimum Information and
the Exit Plan.
5.3
The Service Provider will provide:
(a)
such support to assist BBC planning for the provision of Services in relation to the
Licence as is reasonably requested by the BBC; and

2 of 15

SCHEDULE 3:  GOVERNANCE

(b)
such access to its senior management as reasonably requested by the BBC.
5.4
The BBC reserves the right for the BBC Contract Manager to be based at the Service
Provider’s premises on either a part or full time basis and in such event the Service
Provider will provide secure, lockable office accommodation for the BBC Contract
Manager’s use with a phone, desk, chair and secure filing facilities. Any such facilities will
be provided at the Service Provider’s expense. The BBC will maintain suitable employers
liability and public liability insurance policies providing cover for the BBC Contract
Manager at the Service Provider’s premises.  The BBC will provide relevant copies of
certificates to the Service Provider on request.
6
Contract Management Meetings
6.1
Monthly Contract Management Meetings
6.1.1
Monthly contract management meetings will be held at monthly intervals (or such other
frequency as is agreed between the parties) throughout the Term, commencing on the
Service Start Date, or on such other date as is agreed between the parties.
6.1.2
The minimum attendance at such meetings will be the BBC Contract Manager and the
Service Provider Contract Manager.
6.1.3
The objective of such meetings will be to focus on operational issues including (but not
limited to) current activities, regular reporting of current performance, changes to the
Services, IT developments, strategy and forward planning.
6.1.4
The specific format and agenda for such meetings will be left to the discretion of the BBC
Contract Manager and the Service Provider Contract Manager but will always include the
following items:-
(a)
performance against Service Levels;
(b)
performance against revenue forecasts;
(c)
any proposed changes to the Services;
(d)
action plans to improve service;
(e)
compliance with the Accounting Responsibilities;
(f)
problem management in accordance with paragraph 9 below;
(g)
the volume, nature and status of any Customer complaints;
(h)
a review of recent Charges;
(i)
application of any financial remedies including (without limitation) Service Credits
and Liquidated Damages;
(j)
consideration of actions resulting from the findings of Customer satisfaction surveys
or other quality assurance measures conducted by or on behalf of the BBC;
(k)
publicity and advertising campaigns;
(l)
service improvement reports as described in paragraph 12 below;

3 of 15

SCHEDULE 3:  GOVERNANCE

(m)
objectives for coming months;
(n)
identify any issues requiring resolution to be owned by senior management
(o)
reviews of any proposals related to legislative or regulatory changes; and
(p)
any other issues which may impact upon the smooth and efficient operation of the
Services.
6.1.5
All such meetings shall be chaired by the BBC Contract Manager.  Written minutes of all
meetings will be taken by the Service Provider and submitted to the BBC for approval no
later than five (5) days following the meeting but such minutes will not vary or amend this
Contract in any way unless incorporated through the Change Control Procedure.
6.1.6
The Service Provider will ensure the attendance of any member of staff or board member
of the Service Provider at such meetings where reasonably requested by the BBC.
6.1.7
The Service Provider will as soon as reasonably possible after receipt of a written request
from the BBC ensure the attendance of a board member of the Service Provider’s parent
company at a monthly management meeting.
6.2
Quarterly Joint Planning Meetings
6.2.1
Quarterly Joint Planning Meetings will be held promptly after the end of each Quarter
throughout the Term.
6.2.2
The purpose of such meetings shall be to:-
(a)
review performance against the previous Quarter’s quarterly activity plan;
(b)
resolve any issues escalated from the monthly contract meetings;
(c)
review all estimated Charges for the coming Quarter in accordance with Schedule 5
(Service Charges); and
(d)
agree a quarterly activity plan for the coming Quarter, and review the annual
activities plan for the coming year.
6.2.3
The minimum attendance at such meetings will be the BBC Contract Manager and the
Service Provider Contract Manager.
6.3
Executive Review Meetings
6.3.1
During the first twelve (12) months following the Service Start Date, meetings will be held
promptly after the end of each Quarter between the BBC Head of Revenue Management
and John Ricketts, iQor Group Managing Director, who will have the authority to bind the
Service Provider.
6.3.2
After the first twelve (12) months following the Service Start Date, such meetings will be
held on a six (6) monthly basis throughout the remainder of the Term.
6.3.3
The purpose of such meetings is to discuss the high level strategy for the:
(a)
provision of the Services; and

4 of 15

SCHEDULE 3: GOVERNANCE

(b)
operation of the Agreement.
6.3.4
The IQOR Global Group CEO (Vikas Kapoor or any individual who replaces him in that
role) will attend such meetings on a six (6) monthly basis during the first year of the
contract and annually thereafter for the remainder of the Term.
6.3.5
Service Provider’s Innovation Forum

With effect from the Service Start Date, meetings will be held promptly after the end of
each Quarter between the Service Provider’s contract management team and BBC
representatives to:
(a)
review current strategy with regard to innovation;
(b)
schedule currently presented innovations;
(c)
consider new technology to the marketplace which may be relevant to the Services;
(d)
consider new innovations adopted by the IQOR group of companies;
(e)
set strategic aims as details of new innovation becomes available; and
(f)
agree an implementation plan for any innovation to be undertaken.
7 Technology-based
Services
7.1
The Service Provider will appoint an ITIL-qualified IT services manager who is responsible
for all IT aspects of the provision of the Services.
7.2
The parties will meet on a monthly basis throughout the term to review of all technology-
based aspects of the Services, using the ITIL guidelines as a framework.
7.3
The Service Provider and the BBC will agree a customer satisfaction scorecard which
measures the level of the BBC’s satisfaction with the provision of all technology-based
aspects of the Services on a Quarterly basis and the terms of such scorecard will be
reviewed by the parties every three (3) months during the Term.
7.4
The Service Provider will create and implement a service improvement plan to address
any areas of unsatisfactory performance identified by the scorecard referred to in
paragraph 7.3 above.
7.5
The Service Provider will manage the provision of the Services in accordance with the
BBC Service Management Framework attached at Annex 2 to this Schedule.
8 Reporting
8.1
The Service Provider will provide a monthly report in relation to its performance no later
than the (6th) Working Day of each calendar month during the Term, such report to cover
the provision of the Services during the previous calendar month (or over such other
period of time as is expressly stated in Annex 1).

5 of 15

SCHEDULE 3: GOVERNANCE

8.2
The list of reports to be provided by the Service Provider under paragraph 8.1 are listed in
Annex 1 to this Schedule, such list to be subject to ongoing review by the BBC and the
Service Provider and amended where necessary.
8.3
The Service Provider will provide a daily report to the BBC setting out:-
(a)
the number of applications received by channel; and
(b)
the total amount of money collected by channel.
8.4
The Service Provider will provide any further reports reasonably requested by the BBC.
8.5
The Service Provider will endeavour to develop online access to reporting information for
the BBC.
9 Problem
Management
9.1
For the purposes of this paragraph 9, “Problem” shall mean any problem or issue
affecting the operation of the Services.
9.2
The Service Provider will submit a Problem management procedure for the BBC’s
approval no less than one (1) month prior to the Service Start Date, which will include
procedures for:-
(a) prioritising
Problems;
(b)
reporting progress on the resolution of Problems; and
(c)
escalating Problems.
9.3
The Service Provider’s Problem management procedure will allow the adjustment of the
priority level of Problems based on the severity of the Problem and will take into account
the length of time which it has taken or is likely to take to achieve resolution.
9.4
The Service Provider will implement the Problem management procedure once agreed
with the BBC pursuant to paragraph 9.2.
9.5
The Service Provider will notify the BBC Contract Manager as soon as reasonably
practicable and provide an exception report (including details of the reason for failure and
of any action being taken to remedy the situation) in the event of any failure to meet any of
the following:-
(a)
the Service Levels;
(b)
the Security Plan; or
(c)
the BBC Policies.
9.6
The Service Provider will notify the BBC Contract Manager and provide an exception
report (including details of the reason for failure and of any action being taken to remedy
the situation) within twenty four (24) hours of notification in the event of any major systems
failure or a failure to transfer funds and/or data in accordance with Schedule 8
(Accounting Responsibilities).

6 of 15

SCHEDULE 3: GOVERNANCE

10 Escalation
Procedure
10.1
Any dispute which arises in relation to any aspect of this Contract will be subject to the
Escalation Procedure set out in the table below.
10.2
If the Level 1 representatives are unable to resolve the dispute within the period identified
in the table set out in paragraph 10.4 below (or such other period as the relevant
representatives of the parties may agree) then escalation shall continue in relation to each
successive level in accordance with the timetable.
10.3
The joint and unanimous decision of the representatives at whatever level will be binding
on the parties. If a dispute referred to Level 4 is not resolved then the Dispute Resolution
Procedure set out in paragraph 11 below will apply.
10.4
For the purposes of this paragraph 10, the following is the escalation timetable:-

Service Provider
Working Days for
Level
BBC Representative
Representative
Resolution
1 BBC
Contract
BBC Contract Manager
10
Manager/Head of

Service Delivery

2 Group
Operations
BBC TV Licensing Head
10
Director
of Sales and Marketing

3
BBC Account Director
BBC TV Licensing Head
5
of Revenue Management

4
UK Group Managing
BBC Group Finance
5
Director
Director

10.5
The BBC and the Service Provider will continue to perform their respective obligations
under this Contract pending the resolution of a dispute under the Escalation Procedure,
provided that nothing in this paragraph 10 prevents or restricts either party from lawfully
exercising any of its rights under this paragraph 10.
11
Dispute Resolution Procedure
11.1
In the event that any dispute or difference between the parties is not resolved pursuant to
the Escalation Procedure set out in paragraph 10 above, the matter will referred to
mediation in accordance with this paragraph 11, unless within twenty eight (28) days of
becoming aware that such dispute or difference has not been resolved pursuant to the
Escalation Procedure the BBC either:
(a) refers the dispute to Arbitration under the Rules of Arbitration of the International
Chamber of Commerce as in force from time to time, which rules are deemed to be

7 of 15

SCHEDULE 3:  GOVERNANCE

incorporated by reference into this paragraph 11; or
(b)  opts to seek expert resolution.
11.2
If the BBC proposes resolution of the matter by expert, (acting as an expert, not an
arbitrator) the expert will be appointed by agreement between the parties, or failing that by
the President for the time being of the Law Society of England & Wales. The decision of
the expert will be final and binding in the absence of manifest error. The costs of the
parties and the expert will be awarded by the expert at his/her discretion.
11.3
In the event that the dispute is referred to mediation, the dispute will be settled by
mediation in accordance with the Centre for Effective Dispute Resolution ("CEDR") Model
Mediation Procedure (the "Model Procedure").
11.4
To initiate mediation, a party must give notice in writing (an “ADR Notice”) to the other
party requesting mediation in accordance with the Model Procedure. A copy of the ADR
Notice will be sent to CEDR by the party requesting mediation.
11.5
If there is any point on the conduct of the mediation (including as to the nomination of the
mediator) upon which the parties cannot agree within fourteen (14) days from the date of
the ADR Notice, the CEDR will, at the request of any party, decide that point for the
parties, having consulted with them.
11.6
Mediation will commence no later than twenty-eight (28) days after the date of the ADR
Notice.
11.7
In the event that mediation fails to resolve the disputed matter, unless within twenty eight
(28) days of becoming aware that mediation has failed to resolve the dispute or difference
the BBC either:
(a)  refers the dispute to Arbitration under the Rules of Arbitration of the International
Chamber of Commerce as in force from time to time, which Rules are deemed to be
incorporated by reference into this paragraph 11; or
(b)  opts to seek expert resolution,
either party may commence legal proceedings.
11.8
The BBC and the Service Provider will continue to perform their respective obligations
under this Contract pending the resolution of a dispute under the Dispute Resolution
Procedure, provided that nothing in this paragraph 11 prevents or restricts either party
from lawfully exercising any of its rights under this paragraph 11.
12 Service
Improvement
12.1
The Service Provider will produce annually, by the end of each calendar year of the Term,
a service improvement report for the subsequent calendar year, which will set out:-
(a)  the potential improvement opportunities for the effectiveness and/or the efficiency of
the Services; and
(b)  where appropriate, any service improvements which have been made during the

8 of 15

SCHEDULE 3:  GOVERNANCE

previous year.
12.2
The Service Provider will implement such service improvements once agreed with the
BBC.
13 Benchmarking
13.1
Initiation of Benchmarking

(a)  The BBC may at its absolute discretion initiate a benchmarking process no more
than once in any period of [s.43(2)]xxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx.
The purpose of any benchmarking exercise will be to compare the performance and
price of the whole or any part or parts of the Services against performance and price
achieved by the industry in which the Service Provider operates for the provision of
equivalent services (“Benchmarking”).  Any such Benchmarking will be subject to
the provisions of this paragraph 13.

(b)  [s.43(2)]xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxx.
13.2
Benchmark Measurement

(c)  In respect of each Benchmarking initiated by the BBC in accordance with this
paragraph 13, the BBC will appoint an independent, established and industry
recognised organisation which has demonstrated significant benchmarking expertise,
experience, methodology and data sources each in relation to the relevant industry
and the Services to be the subject of the Benchmarking, ("Benchmarker").

(d)  The BBC will meet with the Service Provider at least thirty (30) days prior to
engaging a Benchmarker for the purpose of advising the Service Provider of the
Benchmarking proposal which will outline the Benchmarking process
(“Benchmarking Proposal”).
13.3
Benchmarking Process

(a)  The Benchmarking Proposal will include
(i)
the methodology to be used in the Benchmarking;
(ii)
a representative sampling of the comparable third party contracts to be used
for the Benchmarking (the “Comparators”):
(iii)
the extent that adjustments may reasonably be made without rendering the

9 of 15

SCHEDULE 3:  GOVERNANCE

results of the Benchmarking misleading or inaccurate.

(b)  Each Benchmarking will be carried out by the Benchmarker in accordance with this
paragraph 13 including the following general principles and criteria:
(i)
to make the comparison meaningful, there will be a representative, statistical
sampling of relevant services that are comparable to those elements of the
Services which are the subject of the proposed Benchmarking, having regard
to factors such as the nature, size and location of the comparator service
provider/customer, the service levels and volumes, any particular, unusual or
unique circumstances in which the comparable services are received and
supplied, including all exit arrangements and any other relevant factors
(“Comparable Services”);
(ii)
the data used for the Benchmarking will be reasonably current and no more
than twelve (12) months prior to the date on which the Benchmarking is
commenced.

(c)  In respect of each Benchmarking, the Benchmarker will be required to:
(i)
provide a draft report to the BBC and the Service Provider for review;
(ii)
address all reports it produces to both the BBC and the Service Provider and
provide complete copies of written reports of the Benchmarker’s findings to the
BBC and the Service Provider;
(iii)
undertake to keep results or reports produced as a result of the Benchmarking
strictly confidential and comply with any further reasonable confidentiality
requirements of the BBC and the Service Provider;
(iv)
be bound by confidentiality obligations no less stringent than those binding the
BBC in relation to Service Provider’s Confidential Information under this
Contract; and
(v)
undertake not to use any information provided by or on behalf of or accessed
from or relating to (including for the avoidance of doubt this Contract and any
associated agreements) the Service Provider and/or its provision of the
Services in marketing activities or any other benchmarking exercise or similar
exercise.
13.4
Cooperation of Service Provider

The Service Provider will provide full co-operation with and provide copy documents and
primary and/or source data in response to requests reasonably made by the Benchmarker
in order for the Benchmarker to carry out the Benchmarking, including access to relevant
records, subcontractors and Personnel.
13.5
Costs of Benchmarking

[s.43(2)]xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx:

10 of 15

SCHEDULE 3:  GOVERNANCE

(a) xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
(b) xxxxxxxxxxxxxxxxxxxxxxxxxxxxxx,

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx.

13.6
Deficient Performance

(a)  [s.43(2)]xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx.

(b)  [s.43(2)]xxxxxxxxxxxxxxxxxxxxxxxxx:
(i) xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxx;
(ii) xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
(iii) xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxx.
13.7
Uncompetitive Pricing

11 of 15

SCHEDULE 3:  GOVERNANCE

[s.43(2)]xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

13.8
Impact of Benchmarking

(a)  The BBC agrees that no Benchmarking should result in material disruption to or
interference with the Service Provider or to the Services being provided by the
Service Provider and that if the Benchmarking does result in such disruption or
interference then the Service Provider will be relieved of its obligations to perform
under this Contract to the extent that it is not able to perform those obligations as a
result of such disruption or interference.
(b)  The BBC reserves the right to annul any initiated benchmarking process and to defer
from acting upon the findings of any benchmarking.
(c)  The Service Provider acknowledges that the provisions in this paragraph, 13 are for
the benefit of the BBC and are to ensure that this Contract and the Service Charges
continue to remain competitive and provide value for money throughout the Term.
As such, in no event will any Benchmarking result in any increase in the Service
Charges.

12 of 15

SCHEDULE 3: GOVERNANCE

Annex 1: Reports

The reports to be provided by the Service Provider in accordance with paragraph 8 of this
Schedule are as follows:

[s.43(2)]xxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
[s.43(2)]xxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
[s.43(2)]xxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
[s.43(2)]xxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxx
[s.43(2)]xxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
[s.43(2)]xxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx:
(a) xxxxxxxxxxxxxxxxxxx
(b) xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

13 of 15

SCHEDULE 3: GOVERNANCE

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
(c) xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxx
[s.43(2)]xxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
[s.43(2)]xxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
[s.43(2)]xxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
[s.43(2)]xxxxxxxx
Xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx.

14 of 15

SCHEDULE 3:  GOVERNANCE

Annex 2: BBC Service Management Framework

1
The Service Provider will operate a Service Management Framework in accordance with
ITIL, including but not limited to the following:

(a) Service
Support

(i)
Configuration Management - the management of critical assets (the
“Configuration Items”), such as hardware, software, documentation and
Personnel.
(ii)  Incident & Problem Management - the prevention and resolution of
technology failures.
(iii)  Change Management - the management of controlled changes to the
Configuration Items.
(iv)
Service Desk – the management of business support mechanisms.
(v)
Release Management - the management of software implementation and
distribution.

(b) Service
Delivery

(i)
Service Level Management - the measurement of the Service Provider’s
performance against internal and external service level agreements.
(ii)
Capacity Management - the measurement of the performance of the IT
infrastructure.
(iii)  Continuity Management - the measurement of the Service Provider’s
readiness for IT disaster recovery.
(iv)  Availability Management - the measurement of the availability of the IT
services.
(v)
IT Financial Management -the measurement of the value for money of the IT
service investments

2
The Service Provider will provide information at the Monthly Contract Management
Meetings to demonstrate that processes and management information systems are in
place to manage and monitor the service support and service delivery.

15 of 15