EXHIBIT 4(b)(ii).51
Agreement on Provision of Services No. 621-487/01
Logica s.r.o.
having its registered office at Na okraji 335/42, 160 00 Praha 6
acting through
Logica s.r.o., organizacna zlozka
having its registered office at Tolsteho 9, 811 06 Bratislava
Identification No. (IC) : 0031795706
Tax Identification No. (DIC): 0031795706/602
Bank: Citibank Bratislava, account No. 2003730008/8130
represented by Robert Sandor, director of an organizational part of an
enterprise
(hereinafter referred to as the "Provider")
and
Eurotel Bratislava, a.s.
having its registered office at Vajnorska 100/A, 831 03 Bratislava
represented by Jozef Barta, CEO and Procurator and JUDr. Jan Pitonak, Procurator
Identification No.:35 705 019 Tax Identification No.: 35705019
Bank: Tatrabanka, account No. 2622021710/1100
Registered with Commercial Court Bratislava I, Section Sa, Insert no. 1238/B
(hereinafter referred to as the "Client")
In consideration of the obligations contained herein and with the intention to
be bound hereby, the contracting parties have agreed on the following wording of
the agreement:
1. CONTRACTING PARTIES
1.1. The Provider declares that it is a legal entity duly organized and
registered under the Slovak law in the Commercial Register
administered by the District Court in Bratislava I, in section B,
entry No. 758, and that it complies with any and all terms and
conditions and requirements set out herein, and that it is
authorized to conclude this Agreement and duly perform the
obligations contained herein, and expressly declares that is
authorized to grant licenses to use the software product according
to this Agreement.
1.2. The Client declares that it is a legal entity duly organized and
registered under the Slovak law in the Commercial Register
administered by the Court in
Agreement on Provision of Services Logica s.r.o., organizacna zlozka
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Bratislava in Section Sa, entry No. 1238/B and that it complies with
any and all terms and conditions and requirements set out herein,
and that it is authorized to conclude this Agreement and duly
perform the obligations contained herein.
2. SUBJECT OF THE AGREEMENT
2.1. The Provider hereby undertakes to provide the Client with services
listed in Annex No. 1 (also called as the "Scope of Supply") hereto
(hereinafter referred to as the "Services"); the Services provided
by the Provider shall in no event be misinterpreted pursuant to the
"Migration Study Document", dated November 7th, 2001 made by the
Provider and accepted by the Client earlier to this Agreement and
Project Plan attached as a separate Annex 3.
2.2. Client may request observance of additional standards or
modification in accordance with standards as amended at the time of
delivery, in the event of Client's interest in the services
hereunder would otherwise be materially affected. In such case,
Provider shall be entitled to demand appropriate additional
compensation and a reasonable postponement of agreed delivery dates.
2.3. The Client hereby undertakes to provide assistance in a stipulated
manner and to pay to the Provider the price agreed upon.
2.4. The description and scope of services are set out in Annex No. 1
hereto.
2.5. Additional works or Change Requests as may be required by Client.
3. PLACE AND DATE OF PERFORMANCE
3.1. The place of providing Services shall be the Client's registered
office, unless otherwise expressly stated in Annex No. 2 hereto.
3.2. Dates of providing Services are set out in Annex No. 3 hereto,
within the framework of the time-schedule of Project Plan, which has
been agreed upon, or, as the case may be, set at a fixed date.
3.3. Delivery by Provider of the Services which are ready for Acceptance
Testing by Client is expected to take place according to the
schedule in Annex 3 and Annex 6 Acceptance Tests Procedure. Provider
shall not unreasonably withhold acceptance. Should the delivery Date
not be adhered to, Provider shall pay 0,25% penalty of the agreed
price for the delayed deliverable for every complete week of delay,
which is solely attributable to Provider up to a maximum of 5% of
that price. However Provider shall have no liability for any failure
to deliver to or delay in meeting the Delivery Dates agreed in the
project plan unless such failure is solely caused by Provider. The
liquidated damages shall only be due if Client is current with its
payment hereunder.
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4. PRICE AND PAYMENT TERMS AND CONDITIONS
4.1. The price of provision of the Services shall be as set out in Annex
No. 4 hereto. Unless otherwise expressly stated therein, the price
set out therein is exclusive of value added tax and reasonable
expenses according to Annex No.4 hereto. In case, that Client shall
be obliged to apply withholding tax, based on Double Taxation
Avoidance Treaty between Czech and Slovak Republic, Client shall
apply the withholding tax.
4.2. If Provider invoiced Client for services performed due to the
Agreement on Provision of Services signed on December 21, 2001,
payments to be provided according to Annex no. 4 hereto shall be
deducted by the amount that the Provider already received for his
performance to the Client under aforementioned Agreement concluded
by and between the contracting parties and signed on December 21,
2001. Such performance of the Provider is deemed to make a part of
the performance of the Provider under this Agreement. The deduction
has no influence to limitation liability amount according to 11.5
hereof.
4.3. The Client undertakes to pay the price in individual installments
determined in the payment schedule included in Annex No. 4 hereto.
The price shall be payable in EURO, on the basis of invoices issued
by the Provider in accordance with the payment schedule.
4.3. If such invoice does not contain all data required by the valid
legal regulations or if the data are not stated correctly therein,
the Client shall have the right to return such invoice to the
Provider within ten (10) days of its receipt, with the
identification of the prerequisites missing or incorrect data. In
such event, the maturity period shall be interrupted and a new
maturity period shall commence upon the delivery to the Client of
the corrected invoice.
4.4. An invoice shall be deemed to have been delivered on the third (3rd)
day from its evidenced mailing. Invoices are due in 30 days and
shall be paid via bank transfer to the bank account of the other
contracting party.
4.5. In the event of any delay with payment of a monetary amount, the
contracting party which is in delay with payment shall pay the other
contracting party 0,25% of the overdue payment for every complete
week of delay, which is solely attributable tot he other party up to
a maximum of 5% of that price.
5. RIGHT TO USE AND INDEMNIFICATION
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5.1. If, on the basis of the performance by the Provider, the Client is
to acquire the non-exclusive, non-transferable right to use to
certain software (according to the Design Change Requests), the
right to use shall pass to the Client on the date when the price of
the performance is paid. The Client is entitled to use the said
software only in compliance with its designation and subject to the
conditions set out herein.
5.2. Provider, at its expense, shall defend and hold harmless and
indemnify the Client against all and any claims by a third party
whose intellectual property rights the Client has infringed by the
use or installation of the software according to the Design Change
Requests and/or any component thereof, in accordance with this
Agreement; provided, however, that (i) Provider is promptly notified
in writing of such claim, (ii) Provider shall have, to the maximum
extent permitted under applicable law, the right to control the
defense and/or settlement thereof, (iii) the Client furnishes to
Provider on request all information available to the Client for such
defense, and (iv) the Client will not admit any such claim and/or
make any payments with respect to such claim without the prior
written consent of Provider.
5.3. The risk of damage shall pass to the Client on the date of delivery
of an item.
5.4. The Provider shall perform the services set forth herein through its
employees or subcontractors. In case that the Provider is not the
original holder of the right to use the work, the Provider shall
ensure and obtain the consent to use the work for the purposes of
this agreement of the work, from its employees or subcontractors.
The costs for obtaining the consent are included in the price for
the supply as agreed upon in this agreement. The consent granted
either by the Provider or by its employees shall include consent to
use the work for BSCS migration either performed by the Provider or
any other third party.
5.5. The title and right to use the third party products will be granted
to Client by Logica according to the license conditions for such
third party products.
5.6. The Licensed Software (which consists of the standard BSCS Software
and the Design Change Requests delivered hereunder) can only be used
with the systems software, database software and hardware (the
"System environment") recommended by Provider. In case of use under
a different environment than the System environment, Provider shall
not be liable for an warranty services. Warranty does not cover
defects occurring as a result of operational errors or modification
of the program on the part of the Client or any other third party.
5.7. Client shall immediately notify Provider in writing of any defects,
specifying these exactly. Prerequisite for correcting the fault
shall be Client describing the fault in co-operation with Provider,
or stating how the fault makes itself noticed and what effect it
has. The documents necessary to provide proof shall be, as far as
possible, made available to Provider by Client. The parties shall
work closely together to localize such defects.
5.8. Provider shall also be entitled to remedy defects by exchanging the
work or a part thereof for another similar work.
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5.9. The Licensed Software shall be subject to a Software Service
Agreement to be singed between the parties. The granting of rights
to use in the Software Service Agreement does not cover models,
methods, scripts, utility programs, program modules, program
components such as libraries and other standard products used to
fulfill this Agreement.
5.10. Provider herewith acknowledge that Client shall not be entitled to
rights of any kind whatsoever pertaining to materials, scripts,
documents, schedules, designs, operating specifications or other
documentation which may possibly be made available by Provider in
connection with performance under this Agreement. Client shall not
be entitled to reproduce these materials scripts, documents,
schedules, designs operating specifications or other documentation
nor to make these available to third parties in any form whatsoever
nor use them for purposes beyond the execution of this Agreement.
5.11. Upon termination of this Agreement, for any reason whatsoever,
Client shall immediately surrender all materials, scripts,
documents, schedules, designs, operating specifications or other
documentation supplied by Provider or prepared by Provider. Client
shall not be entitled to claim a right of retention of any kind with
regard to the materials, documents, scripts, schedules, designs,
operating specifications or other documentation.
6. ADITIONAL CHANGE REQUESTS
6.1. Amendments to the Scope of Supply, which will become imperative due
to Client's operational requirements, may not be rejected by
Provider without providing a reason. When the parties agree to
implement a change request to the Scope of Supply, the details of
such change (scope, delivery dates, pricing) shall be specified and
agreed in writing by the parties. Otherwise, Provider is not
obligated to perform services in addition to the scope of services
stipulated hereunder. Both parties shall make every effort to avoid
additional effort, costs and postponements of delivery dates as far
as possible.
6.2. Provider shall be entitled to invoice Client for any costs resulting
from errors or omissions in the documentation or delays of
deliveries supplied by Client or accepted by Client or resulting
from incorrect written statements by Client employees.
6.3. Provider shall be entitled to invoice on a time and material basis
at the prevailing Provider price list the cost of examining change
requests as well as any preparation of functional specifications.
Provider shall, however, give Client an initial non-binding estimate
of the cost of a design change request (rough order of magnitude)
prior to starting specification work.
7. OBLIGATIONS TO CO-OPERATE
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7.1. The successful execution of software projects requires close
co-operation amongst all parties concerned. Provider will not be
able to render its software development and other services without
co-operation from Client. Wherever possible, Provider shall draw the
attention of Client to such co-operation requirements in good time,
in order to facilitate operational planning for Client. Client shall
provide all necessary co-operation services in such a way that
delays to the project and hindrances to Provider shall be avoided.
Client shall specifically provide the co-operation services set
forth in Attachment 2 (Project Schedule).
7.2. If necessary, Client shall provide the information necessary to
carry out the project as well as adequately qualified staff and
persons to answer queries. Client shall draw the attention of
Provider to requirements and practices specific to the Client and
not specified in the Scope of Supply. Client shall supply the
information and technical documentation in the form specified by
Provider.
7.3. Client shall provide adequate space on Client's own premises for the
personnel employed by Provider and shall allow them access to the
rooms where hardware is installed or to the hardware on which the
software is to be installed. Client shall make communications
equipment such as telephone, fax, modem and data connections
available at its own cost.
7.4. Co-operation activities, necessary decisions, approvals, comments on
proposals or reservations, as well as confirmations of acceptance
shall be issued and communicated by the Parties without delay.
7.5. Each party agrees that when its staff is present on the premises of
the other party they shall comply with such rules and regulations as
are notified to them for the conduct of staff on those premises.
7.6. Should Client fail to duly fulfill its obligations to co-operate,
the contractually agreed execution dates shall be extended. The
Parties understand that in view of Provider's personnel planning,
delays may be excessive. Provider may charge any additional expense
resulting from Client's default in cooperation, in particular for
the prolonged provision of personnel, according to Provider's then
prevailing time and materials rates. Provider shall, however, be
obligated to notify Client about the additional expense beforehand,
including the amount of the additional expense as reasonably
foreseeable. Client shall then have the right to decide whether the
services should be temporarily discontinued (and resumed after
Client has fulfilled the co-operation obligation) or not. The
Parties acknowledge that in case the services are discontinued,
additional delay may be inevitable.
8. ACCEPTANCE
8.1. At the request of the Provider, the Client shall inspect the work
delivered by Provider under this Agreement and confirm acceptance of
such work in writing.
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8.2. Defects, which do not materially prejudice the use of the work,
shall not preclude acceptance. Such defects shall be noted in the
acceptance report and corrected by Provider following acceptance.
8.3. Provider may request acceptance of definable partial deliverables
and of interim results. Client shall be entitled to participate in
any acceptance tests in whole or in part.
8.4. The acceptance procedure is described and will be led according to
the Annex No. 6, Acceptance Procedure.
8.5. The Acceptance criteria will be defined in a Quality Plan, which is
jointly agreed on, at the latest two weeks before the Acceptance of
Functional Specifications.
8.6. Any part of the system or work performed by Provider used in
commercial operation is deemed to be accepted.
9. WARRANTY
9.1 The Provider warrants that:
9.1.1 in making the Supply it shall exercise reasonable skill and care by
personnel whose qualifications and experience will be appropriate
for the tasks to which they are allocated;
9.1.2 the deliverables will meet the requirements described in the
documentation to it and tested successfully in the acceptance
procedures;
9.1.3 the Provider shall, free of charge, use all reasonable endeavors to
remedy any breach of the warranty which is notified by the Client in
writing during the warranty period.
9.2 The Client shall be obligated to notify the Provider without any
unreasonable delay of any failure of the deliverables or any other
non-compliance of the Provider with the Warranties. Should the Client fail
to notify the Provider as set forth in the preceding sentence, the
Provider shall not be responsible for any loss to the extent directly
resulting from and after such failure.
9.3 The warranty period for products and services as per Annex 1 -Scope of
Supply 1.2 and 1.2.1, expires (12) months after the date of acceptance of
those deliverables.
9.4 The warranty period for products and services defined in Annex 1 - Scope
of Supply 1.1, 1.2.2 and 1.3, expires (6) months after the date of
Acceptance of those items, provided Client signs Support and Maintenance
Agreement for Logica's part of the delivery to become valid and effective
since the date of Acceptance. If the Support and Maintenance is not signed
on the day one after the date of Acceptance at latest, the warranty period
for those deliverables expires three (3) months after the date of their
Acceptance.
9.5 The Licensed Software (which consists of the standard BSCS Software and
the Design Change Requests delivered hereunder) can only be used with the
systems
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software, database software and hardware (the "System environment")
recommended by Provider. In case of use under a different environment than
the System environment, Provider shall not be liable for a warranty
services. Warranty does not cover defects occurring as a result of
operational errors or unauthorized modification of the program on the part
of the Client or any other third party.
9.6 Client shall immediately notify Provider in writing of any defects,
specifying these exactly. Prerequisite for correcting the fault shall be
Client describing the fault in co-operation with Provider, or stating how
the fault makes itself noticed and what effect it has. The documents
necessary to provide proof shall be, as far as possible, made available to
Provider by Client. The parties shall work closely together to localize
such defects.
9.7 Provider shall also be entitled to remedy defects by exchanging the work
or a part thereof for another similar work.
9.8 Until such time as the warranty services have definitively failed, Client
may not demand a reduction of the remuneration for the work (deduction).
Client may only terminate this Agreement (termination), if the warranty
services have definitively failed with regard to at least three major
software defects and, as a result of this, the use of the Licensed
Software has become reasonably unacceptable for Client's customer.
9.9 The Licensed Software shall be subject to a Software Service Agreement to
be singed between the parties. The terms and conditions of the Software
Support Agreement shall be mutually agreed.
10. AUTHORIZED PERSONS
10.1. Each contracting party shall appoint an authorized person. The authorized
persons shall represent the contracting party in contractual and business
matters related to the performance hereof. The authorized persons shall
act on behalf the Parties only if they are entitled to do so under
relevant corporate documents of the Parties, internal regulations of the
Parties or respective power of attorneys, or as provided for by law. The
Client shall notify the Provider without undue delay in writing of the
persons which are entitled to act on behalf of the Client provided any
legal actions will be necessary to perform.
10.2. The names of the authorized persons are listed in Annex No. 5 hereto. The
contracting parties are authorized to make any change in the authorized
persons, subject to a written notification thereof delivered to the other
contracting party.
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11. LIABILITY
11.1. Within the scope of valid legal regulations and this Agreement, the
contracting parties shall be liable for damage caused resulting from
grossly negligent conduct and intentional misconduct with no limitation.
The contracting parties undertake to use their maximum effort to prevent
damage and minimize damage occurred.
11.2. Neither contracting party shall be liable for damage resulting from a
factually incorrect or otherwise erroneous order received from the other
contracting party. Neither contracting party shall be liable for a delay
resulting from any delay with the performance by the other contracting
party of its obligations.
11.3. The contracting parties undertake to notify the other party, without undue
delay, of any force majeure events preventing them from the due
performance hereof. The contracting parties undertake to use their maximum
effort to divert and overcome force majeure events.
11.4. Only the damage actually incurred shall be compensated. To the extent
permitted by the valid legal regulations, none of the contracting parties
shall be liable for any indirect, incidental or consequential damage,
damage caused to data, or loss of profit or proceeds or other financial
loss, including the damage resulting from a breach of obligations
vis-a-vis any administrative authority, regardless of whether such damage
results from a breach of a contractual obligation or any obligation set
out by law.
11.5. The liability for damages that may arise from this Agreement shall consist
from the amount which, until the origin of damage, has been paid hereunder
as the price for performance but not more than 3.487.000 EUR
12. PROTECTION OF INFORMATION
12.1. The contracting parties shall keep confidential any and all information
they have obtained, in a usual manner for concealment of such information,
unless otherwise expressly agreed. This confidentiality obligation shall
survive the termination of effectiveness hereof. The contracting parties
shall be entitled to request each other to document the sufficient
concealment of confidential information. The contracting parties shall
bind their employees, representatives, as well as other cooperating third
parties with the same confidentiality obligation if such information has
been disclosed to them.
12.2. Both contracting parties shall have the right to use, provide and disclose
confidential information only to the extent and subject to the conditions
necessary for the due performance of the rights and obligations arising
from this Agreement.
12.3. The confidential information shall be deemed to be, regardless of the form
in which it was obtained, any and all information which was not marked by
any of the contracting parties as public information and which relates to
this Agreement and its performance (in particular information regarding
the rights and obligations of the contracting parties, as well as the
information about prices), information which relates to any contracting
party (in particular the trade secret, information regarding
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their activities, structure, economic results, know-how), or information
to which a special regime for concealment applies under the legal
regulations (in particular the economic secret, state secret, bank secret,
official secret). In addition to that, the confidential information shall
be deemed to be any information, which is expressly marked as such by any
contracting party.
12.4. Information which has become publicly available otherwise than as a result
of a breach of a confidentiality obligation, information obtained on the
basis of a procedure independent from this Agreement or the other
contracting party, provided that the party which has obtained such
information can document such fact, and, finally, information disclosed by
a third party which has obtained such information without any breach of a
confidentiality obligation, shall in no event be deemed to be confidential
information.
12.5. None of the provisions hereof shall limit or prevent the Provider from
publication or commercial use of any technical knowledge, skill or
experience of a general nature, which it has obtained during the
performance hereof.
13. ASSISTANCE AND MUTUAL COMMUNICATION
13.1. The contracting parties undertake to provide each other with assistance
and any and all information necessary for the due performance of their
respective obligations. The contracting parties shall inform each other of
any and all facts which are or may be important for the due performance of
this Agreement.
13.2. The contracting parties shall perform their respective obligations arising
from this Agreement in a manner preventing from the occurrence of any
delay with meeting individual deadlines and any delay with meeting due
dates of individual financial obligations
13.3. Any communication between the contracting parties shall be made through
the authorized persons, empowered employees or statutory representatives
of the contracting parties.
13.4. Any notices between the contracting parties which relate to or shall be
made under this Agreement must be in writing and shall be delivered to the
other party either in person or via a registered letter or another form of
registered post communication to the address included in the title hereof,
unless otherwise stipulated or agreed upon between the contracting
parties.
13.5. Notices shall be deemed to have been delivered on the third (3rd) day from
the date of their evidenced mailing.
13.6. If the Agreement requests that any document be delivered in a written
form, such document may be delivered either in a hard copy or in an
electronic (digital) form as a document prepared in the MS Word 6.0 or
higher version text processor on an agreed medium.
13.7. In the case of any change in their addresses, the contracting parties
undertake to notify the other contracting party thereof within three (3)
days at the latest.
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14. VALIDITY AND EFFECTIVENESS OF THE AGREEMENT
14.1. This Agreement shall become valid and effective on the date of its
signature by both contracting parties.
14.2. Any contracting party shall have the right to give notice of termination
of this Agreement for any reason whatsoever, or without stating a reason,
and the notice period shall be six (6) months. The works performed by the
Provider until the time, when Provider receives notice of termination and
also works and products ordered until that time will be paid by Client.
14.3. Should the Provider be in default with performance for more than one (1)
month and fail to remedy such situation even in the grace period of thirty
(30) days from the date of delivery to it of the Client's written notice
of such default, the Client shall have the right to rescind the Agreement.
14.4. Should the Client be in delay with payment of the Provider's invoices, and
such delay lasts for more than thirty (30) days from the date of a written
notice thereof, the Provider shall have the right to stop the works and
rescind the Agreement; furthermore, the Provider shall have the right to
rescind the Agreement if the Client defaults in the performance of its
obligations hereunder for more than thirty (30) days and fails to remedy
such situation even in the grace period of fifteen (15) days from the date
of delivery to it of the Provider's notice of such default.
15. DISPUTES RESOLUTION
15.1 The contractual parties undertake to make maximum efforts to remove mutual
disputes arisen on the basis of this Contract or in connection with this
Contract and to resolve them, in particular, with the aid of negotiations
of contact persons or appointed representatives.
15.2 If the contractual parties fail to reach an agreement on the mode of
resolution of the mutual dispute, either contracting party has the right
to submit the dispute for arbitration proceedings to be realized according
to the rules set out further. The party that enforces its rights in
accordance with this Article 15.2 and sequentially, is pursuant party
(plaintiff) and the other party is defendant. Notification must be
accompanied by a proposal for the commencement of arbitration proceedings
(action). A claim is made by the delivery of proper notification to the
defendant.
15.3 The arbitration proceedings shall be held in Prague, in the Czech
Republic.
15.4 Each of the contracting parties shall appoint one (1) person as arbitrator
within fifteen (15) days of delivery of a written notice on opening of
arbitration proceedings to defendant and this appointment shall announce
to the other party and appointed
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arbitrator; the plaintiff is responsible for the notification of the
second arbitrator to the arbitrators, provided the defendant has complied
with its obligation to appoint an arbitrator. The plaintiff may appoint an
arbitrator in the notification under Section 15.2 If the defendant does
not appoint an arbitrator by the stipulated deadline, the pursuant party
may appoint this arbitrator.
15.5 The two arbitrators so appointed shall elect the third - presiding
arbitrator within subsequent fifteen (15) days of the appointment of both
arbitrators and shall announce this fact to both parties. If presiding
arbitrator is not so appointed the arbitrators shall ask Chairman of
Arbitration court administrated by Economic Chamber of the Czech Republic
and Agrarian Chamber of the Czech Republic for his appointment.
15.6 The arbitrators designated under Section 15.2 may be replaced at any time
by other persons subsequent to a unanimous agreement between the
contracting parties for reasons of poor health, death or other serious
reasons; if the presiding arbitrator has not yet been appointed the
replacement is appointed by the party that appointed the outgoing
arbitrator. If the parties do not agree on the appointment of a
replacement arbitrator within 5 days, he shall be determined by the
presiding arbitrator; if the presiding arbitrator is outgoing, the new
arbitrator shall be appointed by the arbitrators. Newly appointed
arbitrators shall go through the whole proceedings from the beginning.
15.7 The action shall include names and addresses of the contracting parties,
the description of a claim, the amount claimed, and a proposal for dispute
resolution.
15.8 The action, as delivered to the defendant under Section 15.2, shall be
submitted to the presiding arbitrator, if he has been designated or
appointed; if he has not yet been designated or appointed, the proposal
for the commencement of arbitration proceedings shall be submitted to any
designated arbitrator. The arbitrator shall mark the day he received the
proposal on the proposal for the commencement of arbitration proceedings;
the claim shall be regarded as having been made on this day, if it has not
been possible to deliver the notification under Section 15.2 to the
defendant. First the plaintiff may submit the proposal for the
commencement of arbitration proceedings to the arbitrator it appointed, if
it named him in the notification under Section 15.2, as of the day of
delivery of the notification. The arbitrators shall conduct the
arbitration proceedings as they see fit, although the contracting parties
must have equal positions and must be provided with the same opportunity
to present their opinions to the arbitrators. During proceedings each of
the contracting parties has the right to require the arbitrators to
conduct procedural hearings with the submission of evidence and
questioning of witnesses, experts and the parties.
15.9 The plaintiff may only amend a proposal for the commencement of
arbitration proceedings with the defendant's consent or, if a presiding
arbitrator has been appointed, without the defendant's consent and with
the consent of this arbitrator, who may reject the proposal if the results
of proceedings conducted up to that point cannot be used for proceedings
regarding the amended proposal.
15.10 Contractual parties can be represented by persons of their own selection.
The names of representatives must be communicated in written to the other
contractual party.
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Any documents submitted to the arbitrators must be simultaneously
delivered to the other party of the dispute.
15.11 The arbitrators shall sit eight (8) hours a day, six (6) days a week
without interruption until they reach a decision.
15.12 The language of the arbitration proceedings shall be Czech. Written
documents to be submitted by the contractual parties during the
arbitration proceedings shall be translated into Czech, unless otherwise
decided by the arbitrators in justified cases.
15.13 If an arbitrator is inactive, the parties shall proceed in a manner
similar to that set out in Section 15.2; but if the inactive arbitrator is
the one appointed by the defendant, the substitute arbitrator shall be
designated by the plaintiff.
15.14 The remuneration of arbitrators shall be, as a matter of principle, always
set out in advance, on the basis of a written agreement between the
contracting parties. If the contracting parties do not agree on the
remuneration the plaintiff will determine it with consent of arbitrators.
The costs of the arbitration proceedings, i.e. the remuneration for
arbitrators, administrative costs of arbitrators and legal fees shall be
paid by the contracting parties according to their success in the matter.
The party which is successful in the matter may claim reimbursement of the
costs of the arbitration proceedings from the other party in a manner
similar to that set out in provision of ss. 142 Section 1 to 3 of the Code
of Civil Procedure. The arbitrators shall determine the amount of costs of
the proceedings and their division and reimbursement in the award.
15.15 The arbitration award shall be final and binding for all parties and
neither party shall apply to any authority for review thereof. The right
of the contracting parties to apply to a court for nullification of the
arbitration award or to propose cessation to the ordered enforcement of
the award in accordance with law is not hereby affected.
15.16 The pursuant party may, instead of the procedure set out in Section 15.2,
submit an action to a municipal court or the Court of Arbitration of the
Economic Chamber of the Czech Republic and the Agrarian Chamber of the
Czech Republic; if the first act for the commencement of arbitration
proceedings has already been taken (Section 15.2), it may do so only
subsequent to a written agreement or if the presiding arbitrator has not
been appointed, even by the procedure set out in the second sentence of
Section 15.2.
15.17 In the event that disputes between the contractual parties are resolved by
a court, the relevant court shall be in Prague.
16. FINAL PROVISIONS
16.1. Unless otherwise provided in this Agreement the priority of the Agreement
documents shall be as follows:
1. This Agreement including the terms and conditions of the
Agreement
2. The Annexe(s)
3. Any other documents mentioned in the Agreement
13/18
Agreement on Provision of Services Logica s.r.o., organizacna zlozka
- --------------------------------------------------------------------------------
In case of any discrepancy between the above documents the text of this
Agreement shall always prevail over any of the Annexes except the
Agreement itself. Each Annex shall prevail over the documents referenced
in said Annex. Later made addendums and amendments alter the contents of
this Agreement only to the extent expressly agreed upon between the
parties; all other conditions shall always remain unchanged.
As the Annexes constitute an integral part of the Agreement, any breach or
infringement of whichever duty, obligation or commitment of either Party
shall be deemed as breach or infringement of the Agreement and shall
invoke corresponding consequences.
16.2 This Agreement, as well as the rights and obligations arising from or in
relation with this Agreement, shall be governed by the law of Austria with
giving no effect to the conflicts-of-law provisions thereof.This Agreement
represents the entire agreement between the contracting parties in respect
to the subject hereof. The Agreement on Provision of Services agreed on by
and between the parties and signed on December 21, 2001 shall be replaced
by this Agreement from the date of its effectiveness.
16.3 This Agreement may only be amended by a written agreement between the
contracting parties in the form of numbered amendments hereto, signed by
authorized representatives of both contracting parties.
16.4 The following annexes constitute an integral part of this Agreement:
Annex No. 1 Specification of the Services Provided
Annex No. 2 Place of Delivery
Annex No. 3 Date of Delivery
Annex No. 4 Price and Payment Schedule
Annex No. 5 Authorized Persons
Annex No. 6 Acceptance Procedure
Annex No. 7 Responsibilities List
16.5 This Agreement has been executed in four (4) counterparts, and each
contracting party shall receive two (2) counterparts.
The parties declare that they have read this Agreement, that they agree to its
contents and in witness thereof, they affix their signatures hereto:
Logica, s.r.o EuroTel Bratislava, a.s.
In Bratislava, on 12.2.2002 In Bratislava, on 12.2.2002
..............__.__.______ __.__.______........................
---------------------- -------------------------
Robert Sandor Jozef Barta
CEO and Procurator
-------------------------
JUDr.Jan Pitonak
Procurator
14/18
Agreement on Provision of Services Logica s.r.o., organizacna zlozka
- --------------------------------------------------------------------------------
15/18
Annex No. 1
Specification of Services Provided
1.1 Professional Services
The following Professional Services:
- Management Services:
- Project Management;
- Technical Management;
- Integration Test Management;
- Acceptance Management;
- Data Migration Management;
- Cutover Management;
- Database Administration;
- Baseline Configuration;
- Integration Testing;
. Site Acceptance Testing;
- Data and rate plan migration;
- Cutover support encompassing a dry run of a full migration as well
as the actual migration to allow the system to go into production;
- 20 man days of hot run support when the migrated system first enters
production.
- Consultancy for requirement 141
- Consultancy services (20 days maximum), including the support of
EuroTel to upgrade the existing reporting interfaces related to
requirements 037, 046, 053, 054, 070, 071, 125, 144, 145, 170, 171,
172, 173, 178, and 990.
1.2 Software deliverables
BSCS Version 6.1 running on current version of Oracle 8.1.7 and Dec 5.1
will be delivered and installed on the production server.
The modules delivered will be:
- BSCS v6.1 Standard online executable modules;
- BSCS v6.1 Kernel batch executable modules;
- DCR 162, Unapplied Cash Handler (UCH);
- DCR 117, Support for the service 'Minutes';
- Customer Administration Server modul and CAS Service Layer
interface;
- CAS Package 2.
1.2.1 BSCS Modules
The solution uses modules in BSCS to cover the following functionality:
- Customer care;
- Accounts receivable, cash drawer;
- Services and tariffs;
- Motivations and incentives;
- International roaming (using standard BSCS v6 functionality based on
the TAP 3 standard);
- External carriers;
- Discounting, motivations and incentives;
- Call rating and billing;
- Resource management;
- Collections;
- Dealer management.
1.2.2 Custom developments
Custom developments by Logica for EuroTel of the interfaces defined in the
Functional Specifications. This includes the following interfaces:
- Resource Admin to SIM vendors
- TAP3 support via BMP
- Comptel SAS provisioning
- PIH
- SBGH interface to DOC1
- Datawarehouse
- IN-VPN
2/5
1.3 Documents Deliverables
1.3.1 BSCS documentation
=================================================================
Document Type of
document
-----------------------------------------------------------------
Accounts Receivable User Manual
-----------------------------------------------------------------
Customer Administration User Manual
-----------------------------------------------------------------
Customer Administration Server User Manual
-----------------------------------------------------------------
Equipment Identify Register User Manual
-----------------------------------------------------------------
External Carriers User Manual
-----------------------------------------------------------------
External Interface User Manual
-----------------------------------------------------------------
General Ledger User Manual
-----------------------------------------------------------------
Inter-exchange Carrier User Manual
-----------------------------------------------------------------
International Roaming User Manual
-----------------------------------------------------------------
Reference Data User Manual
-----------------------------------------------------------------
Report Manager User Manual
-----------------------------------------------------------------
Resource Administration User Manual
-----------------------------------------------------------------
Sales Administration User Manual
-----------------------------------------------------------------
Service & Tariffs User Manual
-----------------------------------------------------------------
Service Provider User Manual
-----------------------------------------------------------------
System Administration User Manual
-----------------------------------------------------------------
Translation Administration User Manual
-----------------------------------------------------------------
Batch Operators Manual Operators Guide
-----------------------------------------------------------------
BSCS Interfaces Description System Doc.
-----------------------------------------------------------------
BSCS Version 6.1 Shipment Notes System Doc.
-----------------------------------------------------------------
Configuration Guide System Doc.
-----------------------------------------------------------------
Installation Guide System Doc.
-----------------------------------------------------------------
Release Guide Version 6.1 Release Guide
-----------------------------------------------------------------
Data Base Dictionary Table Reference
=================================================================
Table 1.1 - Contractually Deliverable BSCS Documents
According to the Functional Specification (FSP) and High Level Design
(HLD) documents the Schlumberger SemaVision BSCS V6.0 online help texts
and user manuals will be adapted.
1.3.2 Project documentation
The table below shows the documents to be delivered by Logica. It also
identifies:
- Whether EuroTel approval is required for the document;
- Milestones directly related to the document, if any. The planned
delivery dates for the document can then be found by
cross-referencing the milestone in Appendix B.
--------------------------------------------------------------------------
Id Title EuroTel Milestone
Approval
--------------------------------------------------------------------------
1 One set of standard BSCS documentation No N/A
on CD-ROM and hard copy
--------------------------------------------------------------------------
2 Project Plan Yes DM-1
--------------------------------------------------------------------------
3 Quality Plan Yes DM-2
--------------------------------------------------------------------------
4 User Requirement Matrix Yes DM-3
--------------------------------------------------------------------------
5 Functional Specifications for the following Yes DM-4
interfaces:
- Resource Admin to SIM vendors
UTX to UDR and TAP3 to UDR mapping
- TAP3 support via BMP
- Comptel SAS provisioning
- PIH
- SBGH interface to DOC1
- Datawarehouse
- IN-VPN
--------------------------------------------------------------------------
6 Configuration Plan Yes DM-5
--------------------------------------------------------------------------
9 Acceptance Test Plan Yes DM-8
--------------------------------------------------------------------------
10 Acceptance Test Specifications Yes DM-9
--------------------------------------------------------------------------
11 Cutover Plan Yes DM-10
--------------------------------------------------------------------------
12 Client Progress Report No Monthly
--------------------------------------------------------------------------
Table 1.2 - Contractually Deliverable Documents
For documents to be approved by the Client, EuroTel are required to
provide review comments on draft versions of deliverable documentation
within five working days of receipt of that documentation. Such period may
be shortened or extended by mutual agreement of the parties on a
case-by-case basis.
4/5
1.4 Data Migration Deliverables
The BSCS subscriber and financial data will be migrated to version 6.1
database. The scope of migration will be discussed in detail during the
analysis phase of the project. The general assumption is that customer
data and rate plans will be migrated. The number of migrated rateplans
will be that of accepted during the acceptance tests; therefore rateplans
will have to be frozen four weeks before acceptance tests.
1.5 Not delivered
Logica is not delivering the following:
- The development, integration, migration, acceptance and production
hardware platform;
- System software, other than BSCS v6.1, associated with EuroTel's
development, test and production hardware, e.g. Oracle, operating
system, development tools and applications, etc.
- Interfaces customisations to systems or interfaces not previously
listed in section 1.2.2.
Annex 4: Price and Payment Schedule
1.1 Fixed price package
The fixed price for the Migration project is (Euro)3,486,905 (exclusive of
VAT and travel and accommodation costs). The price should be paid
according milestones clearly defined in the project plan. Payment schedule
is based on the sizing of the workload in different phases of migration
project and on the guarantees given to EuroTel in form of the last
installments to be paid after the final acceptance.
1.1.1 Payment schedule:
PM-1 Contract signature 30%
PM-2 First qualified shipment 25%
PM-3 First qualified shipment with zero quality defect 20%
PM-4 Acceptance 20%
PM-5 End of hot-run support 5%
1.1.2 Logica Development Price
--------------------------------------------------------------------------
Description Estimated Price
(Euro)
--------------------------------------------------------------------------
Custom developments of non-kernel modules
covering the following EuroTel Bratislava
requirements: 142, 069, 121, 140, 149, 163,
177, 991 and consultancy in development to
be provided by Eurotel for following
requirements: 037, 046, 053, 054, 070, 071,
125, 144, 145, 170, 171, 172, 173, 178, 990.
The consultancy is limited to 20 man days.
----------------------------------------------
Logica effort for overall project
co-ordination, system integration testing,
acceptance testing, cutover, 20 working days
Hot run support.
--------------------------------------------------------------------------
Total: 1,511,500
--------------------------------------------------------------------------
1.1.3 SchlumbergerSema Development Price
--------------------------------------------------------------------------
Description Estimated Price (Euro)
--------------------------------------------------------------------------
Customer Product Development (DCR: 162,
117, CAS P 2)
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Data Migration: Design and Development and
related Project Management, Quality
Management, Installation support and
Documentation
--------------------------------------------------------------------------
Total 1,531,705
--------------------------------------------------------------------------
1.1.4 Additional DCRs and scope of work:
--------------------------------------------------------------------------
Description Price (Euro)
--------------------------------------------------------------------------
DWH, MDS/SAS, TurboFlex, Document
management, BMP 443,700
--------------------------------------------------------------------------
Prices are exclusive of VAT, all other applicable taxes and travel
expenses: of Provider and SchlumbergerSEMA staff.
1.2 Expenses
Expenses related to performed services include travelling, lodging, per
diem and travelling time of Logica and SchlumbergerSEMA professional
staff. Traveling time is charged 50% of working time. Provider's
employees and subcontractors are entitled to travel to their respective
home locations on a weekly basis, flights and accomodation in a business
class limited by the price (Euro)130 per night. Logica CZ staff is
entitled to use car or train for the travelling to the place of delivery
and standard hotel or adequate accommodation limited by price (Euro)100
per night. All staff is allowed to charge for additional expenses, like
taxifrom the airport or railway station and hotel to the place of
delivery. Expenses will be charged and invoiced separately, in relevant
currency, on a monthly basis. Invoices are due in 30 days.
Annex No. 2
Place of Delivery
The place of delivery is Eurotel Bratislava, a.s., location at Vajnorska 100/a
Bratislava.
1/1
Appendix 2 - Place of delivery C.doc
Annex No. 7:List of responsibilities
1.1 Logica
Deliver:
- Professional services
- Custom developments
- Project documentation
according to the Appendix A Chapters 1.1, 1.2.2, and 1.3.2 respectively
within the timeframe agreed in the DM-1 Project plan document keeping the
quality constrains as specified in DM-2 Quality plan document.
1.2 SchlumbergerSema
Deliver:
- Functional specification and binaries of BSCS v6 customized software
- BSCS documentation
- Data migration
- Ordered professional services (testing, acceptance, cut-over)
according to the Appendix A Chapters 1.2, 1.3.1, and 1.4 respectively
within the timeframe agreed in the DM-1 Project plan document according to
the SchlumbergerSema internal quality standards.
1.3 EuroTel Bratislava
The table below shows the contractually agreed dependencies on EuroTel to
allow Logica to meet the requirements of the CONTRACT.
Any delay by EuroTel in meeting these dependencies entitles Logica to
delay its corresponding obligations for a period equal to the duration of
such delay.
The status of dependencies as shown in the table below represents a
snapshot at the time of production of the current issue of this plan.
Changes and updates are reported in the client progress reports.
==========================================================================
No. Obligation Plan Due
Date
--------------------------------------------------------------------------
1. To have permanent office space made Project start
available to
==========================================================================
1/5
==========================================================================
No. Obligation Plan Due
Date
--------------------------------------------------------------------------
support 10 Project start Logica/Sema
staff. This office space does not
cover space needed for 3rd party
developers (e.g. Oracle, CGEY).
--------------------------------------------------------------------------
2. Appoint an internal Project Manager to Throughout
co-ordinate all EuroTel activities and
to ensure that all EuroTel decisions
are taken in a timely manner and in
accordance with the project schedule.
The EuroTel Project Manager shall be a
single point of contact with Logica's
Project Manager. The EuroTel Project
Manager shall attend regular (weekly)
progress meetings with the Logica
Project Manager. The EuroTel Project
Manager shall review Logica's monthly
progress report and take full
appropriate action in respect of
issues.
--------------------------------------------------------------------------
3. Technical support (PC, networks, Project start
printers, software, email etc.) and
system administration support for the
Logica project team. Appoint an
experienced system administrator/ DBA
to support Logica's DBA.
--------------------------------------------------------------------------
4. EuroTel will deliver a DB dump to Sema Project start
--------------------------------------------------------------------------
5. EuroTel to agree the scope of the During the
system based upon Functional first month of
Specifications within 5 working days project
of receipt. Since the FS is expected
to be a bulky document, particular
parts will be provided to EuroTel in
the meantime in a 'draft' state so the
most of the document can be reviewed
even before the official delivery.
Provide subject matter experts for
workshops and a list of business
process owners and application
architects (and their availability)
within EuroTel for Logica consultants
to discuss interface requirements and
business processes and agree dates for
consultation.
--------------------------------------------------------------------------
6. Development hardware and environment 2 weeks from
to be made available within 2 weeks of the project
the project start. start
--------------------------------------------------------------------------
7. Testing/production hardware available. Two/six weeks
from the
project start
--------------------------------------------------------------------------
8. EuroTel shall provide Logica with 2 weeks from
example files for testing of all the the project
interfaces defined in the Functional start
Specifications.
--------------------------------------------------------------------------
9. All formal documentation must be Throughout
reviewed and agreed within five
working days upon receipt.
--------------------------------------------------------------------------
10. EuroTel must continuously have a valid Continuous
maintenance agreement in place for the
BSCS system to be
==========================================================================
==========================================================================
No. Obligation Plan Due
Date
--------------------------------------------------------------------------
entitled to the V6.1 licence upgrade.
--------------------------------------------------------------------------
11. EuroTel will assign qualified and Throughout
appropriate staff for integration and
acceptation tests, and cutover.
--------------------------------------------------------------------------
12. EuroTel Bratislava will freeze its HW 2 weeks from
and SW production platform the project
start
==========================================================================
Table 3.2 - Client Dependencies
Monitoring and reporting of dependencies will be reviewed on a
regular basis, at least monthly, with the client Project Manager
and Logica line management. The vehicle for this review will be
the Project Status reports.
1.3.1 EuroTel Bratislava Dependencies
Logica is convinced that the project will be successful if the end users
and EuroTel Bratislava team are fully committed to working together with
Logica towards the delivery. There are number of obligations which EuroTel
must meet to ensure project success. The exact specification and dates
when the obligations must be met will be finalized in a contract
negotiation phase and the Project Plan, however the key obligations are as
follows:
==========================================================================
No. Obligation
==========================================================================
1. Provide an authorization to formally proceed with the project in
accordance with the scope as outlined in this document.
--------------------------------------------------------------------------
2. Agreed contract between EuroTel Bratislava and Logica.
--------------------------------------------------------------------------
3. Agreed scope of supply.
--------------------------------------------------------------------------
4. Appoint EuroTel Bratislava full-time Project Manager prior to
project start to co-ordinate all EuroTel Bratislava activities and
to ensure that all EuroTel Bratislava decisions are taken.
--------------------------------------------------------------------------
5. Appoint one Consultant to work full time on the project under Logica
project management. Appoint a programmer experienced in the
particular area to work full time on the project under Logica
project management.
--------------------------------------------------------------------------
6. Appoint EuroTel Bratislava experienced system administrator/DBA to
support Logica's onsite system administrator/DBA and to support data
migration activity.
--------------------------------------------------------------------------
7. Provide subject matter experts for workshops and a list of business
process owners and application architects (and their availability)
within EuroTel Bratislava for Logica consultants.
--------------------------------------------------------------------------
8. Identify staff responsible, and ensure their availability, for
review and acceptance of deliverables in a timely manner.
--------------------------------------------------------------------------
9. Provide all information requested by Logica and/or Sema in the
project language (English) in a timely manner. When requesting a
particular information element, the project manager will assign a
latest
==========================================================================
==========================================================================
date for delivery of this information that is not unreasonably soon.
EuroTel Bratislava typically will be expected and shall make sure to
answer information requests within two weeks or less for major
requests and business decisions involving EuroTel Bratislava and
within three days for smaller details.
--------------------------------------------------------------------------
10. Provide any documentation necessary for a scheduled activity in
English at start of the activity. The Logica/Sema project manager
will advise the EuroTel Bratislava project manager of required
information. However, EuroTel Bratislava shall ensure the delivery
of a complete, accurate and up-to-date set of documentation.
--------------------------------------------------------------------------
11. Provide an overview and technical documentation about interfaces
that have to be supported by the application in English at project
start.
--------------------------------------------------------------------------
12. Provide a test environment to support data migration testing, system
integration test, acceptance test and training for both Logica and
its sub-contractors. Environment should be ready for BSCS
installation, i.e. operating system installed, Oracle installed,
network interfaces configured.
--------------------------------------------------------------------------
13. Provide a fully installed and configured hardware, and system
software production environment.
--------------------------------------------------------------------------
14. Provide system software, other than BSCS v6.1, associated with
EuroTel Bratislava's test and production hardware, e.g. Oracle,
operating system, bill print viewer. Install client PC software in
production environment.
--------------------------------------------------------------------------
15. Provide review comments on draft versions of deliverable
documentation within one week of receipt of that documentation. Such
period may be shortened or extended by mutual agreement of the
parties on a case-by-case basis.
--------------------------------------------------------------------------
16. Provide office accommodation, necessary (sufficiently private)
workspace, conference rooms PCs, access to network printing, file
servers, etc., direct dial international phone access, data
communication capabilities to allow remote diagnostics and data
transfer, web access, for Logica and Sema while on EuroTel
Bratislava premises.
--------------------------------------------------------------------------
17. Ensure the cooperation of third parties like network equipment
manufactures, etc.
--------------------------------------------------------------------------
18. Ensure that EuroTel Bratislava specialist have the appropriate
knowledge of BSCS v6.1 knowledge.
--------------------------------------------------------------------------
19. Provide live data required for system integration testing, Provide
access to the production database to compare the results of
processing the live data in both the source and target databases.
==========================================================================
1.3.2 EuroTel Custom Deliverables
The IT department of EuroTel will be responsible for the updating of
various interfaces and reporting applications as part of the overall
migration implementation. EuroTel Bratislava will be responsible for
timely delivery of.
- The upgrade of the applications interfacing with BSCS, i.e. EuroTel
own applications and third party applications.
- Design of CAS clients or modification of existing EuroTel satellite
applications to communicate with the CAS server.
The necessary support to be provided by Logica in relation to this work is
to be agreed along with the relevant milestones in the review of the
Logica proposal.
logica
Annex 6: Acceptance test procedure
1.1 Introduction
The tests will be performed in three stages:
- Unit tests (Chapter 1.3.1 of this document)
- Integration tests (Chapter 1.4 of this document)
- Acceptance tests (Chapter 1.5 of this document)
Each of these tests will be performed according to a test
specification prepared in advance according rules stated below.
EuroTel Bratislava will be responsible for approval of the
Acceptance Tests Plan and Acceptance Test Specifications (project
deliverables DM-8 and DM-9 respectively).
The successful performance of Acceptation tests is a precondition to
the project milestone PM-4.
1.1.1 Responsibilities
All parties involved in the project (Logica, SchlumbergerSema, and
EuroTel Bratislava) must participate in the respective tests of the
delivered modules:
1.1.1.1 Logica
- Quality plan defining test documentation
- Unit tests of non-kernel DCRs
- Integration tests plan
- Integration tests specification (non-kernel)
- Integration tests
- Acceptation tests plan
- Acceptation tests specification
- Acceptation tests
1.1.1.2 SchlumbergerSema
- Unit tests of kernel DCRs and CAS2
- Integration tests plan for kernel and CS2 packages
- Integration tests specification (kernel, CAS2)
Appendix 6 - Acceptance procedure C.doc 1/8 Appendix 6 - Acceptance procedure
C.DOC
(C) 2001 Logica
EuroTel Bratislava - BSCS Migration Study -
Migration Study Document ECF0548:002/Accepted D
2002-01-09
1.1.1.3 EuroTel Bratislava
- Approval of tests specification
- Preparation of tests environment
- Attendance of all performed tests
- Tests results approval
1.2 Test documentation
The Test Transmittal Report is used to identify the items being
transmitted for testing. Its use may be defined in the project
quality plan and would normally be specified where formal
transmittal of a test baseline between environments or some formal
approval is needed.
The Test Log is used to provide a complete list, in chronological
order, of the tests performed and their status. Its use would be
specified in the project quality plan. Where test results are
recorded in some other format - e.g. by annotating a copy of the
test description - then the additional status information identified
in the template below should be recorded, i.e. baseline tested, date
and time of test, tester and system configuration details.
The purpose of Test Defect Observation Report is that of formally
recording any defect or anomaly identified during inspection or
testing of a unit, build or system. Its format is based on the
general observation report and its use is mandatory for all formal
testing. Besides describing the defect, the observation should
identify the severity of the problem, other units affected, relevant
change requests and be formally closed when corrected.
The Test Summary Report is used to summarise the results of the test
stage and to provide evaluations for those results. Its use should
be described in the project quality plan. It is used to show
approved completion and analysis of all formal testing.
The Unit Test Description is a mandated output. It has a recommended
format which is described in Cortex. It has a minimum mandated
coverage which is described below:
- Identity of the unit to be tested
- The test objective
- The techniques to be applied
- The coverage criterion to be used
2 APPENDIX 6 - ACCEPTANCE PROCEDURE C.DOC
(C) 2002 Logica s.r.o.
General-OD template version 1.1
EuroTel Bratislava - BSCS Migration Study -
Migration Study Document ECF0548:002/Accepted E
2002-01-09
- A listing of test cases to be applied, showing for each the
inputs and expected outputs
- The test expected results
- The pass/fail criteria
- The hardware and software environment
The Integration and System Test Plan is a mandated output. It has a
recommended format, which is described in Cortex.
The Integration and System Test Specification is a mandated output.
It has a recommended format, which is described in Cortex.
The Acceptance Test Plan is a mandatory output.
The Acceptance Test Specification is a mandatory output.
The Acceptance Test Description is a mandatory output. It has a
recommended format, which is described in the Cortex. The
description of an acceptance test should include the following
topics:
- Unique test identifier and title
- Purpose which describes why the test is performed
- Time estimate for the test
- Resources: e.g. PCs, printers, simulators, any special test
equipment
- Dependencies: tests which must be executed before this one
- Any preconditions for the test, such as database contents
- Procedure: describes, in a series of steps, the actions to
execute the test and the expected system response, down to the
level of the transaction executed and a which type of
terminal. This will also define a clear unambiguous pass or
fail criteria for each high level step. These criteria are
critical because it is the passing of these criteria that
determine if the test passes or not
- Any tidying up activity required after the test
- Functions covered.
An Acceptance Certificate is a mandatory output. The requirements
for format, content, issue, authorisation and agreement of
Acceptance Certificates under a contract is defined in the Quality
Plan.
APPENDIX 6 - ACCEPTANCE PROCEDURE C.DOC 3
(C) 2002 Logica s.r.o.
General-OD template version 1.1
EuroTel Bratislava - BSCS Migration Study -
Migration Study Document ECF0548:002/Accepted D
2002-01-09
1.3 Test design
1.3.1 Unit tests
A Unit Test Description in the form required by Cortex and is
produced for each Unit specification. Testing of an object is
complete only when all defined test cases have been executed and the
results have been reviewed against the expected results and the
criteria for success. Unit test is complete once all units
identified in the Technical Specification have been tested, and a
complete set of software source code or hardware assemblies, Unit
Test Descriptions and test results have been placed under
configuration control. Testing corrected errors and enhancements is
performed according to this process. In such cases regression
testing has to be also performed.
1.3.2 Test Aims
- To demonstrate that an objects satisfies the stated
requirements of its functional design and construction
criteria.
- To confirm that an object is appropriate for its intended
purpose and usage
- To record the execution and results of the tests conducted.
- To provide a definitive and repeatable verification and
validation process with deterministic results.
1.3.3 Exit criteria
- Verified and validated object placed under configuration
control.
- Completion of all defined unit test cases and review of
results, (or decision to abandon).
1.3.4 Outputs
- Unit Test Description
- Test Results
- Test Transmittal Report
- Test Log
- Test Defect Observation Report
- Test Summary Report
4 APPENDIX 6 - ACCEPTANCE PROCEDURE C.DOC
(C) 2002 Logica s.r.o.
General-OD template version 1.1
EuroTel Bratislava - BSCS Migration Study -
Migration Study Document ECF0548:002/Accepted E
2002-01-09
1.4 Integrate and (Sub)System Test
This sub-process covers the building and testing of the system from
its smallest building blocks; i.e. hardware and software units.
During the process, errors are discovered and removed. The
sub-process covers processes, which can be exercised individually in
sequence, or collectively, dependent on the scope defined Functional
Design.
An Integration and Test Plan is produced to define the strategy and
approach used for integrating and testing software and hardware
components to build the unit or system, and for conducting overall
system tests of that unit or system.
System Tests must relate to, and be traceable to, the Technical
Specification. The integrate and test process could be applied
recursively. Completion of the above processes is achieved once all
tests specified in the Integration and System Test Specification
have been executed and passed, and the results are under
configuration control.
1.4.1 Integration test principles
The integration process commences with building units into the
planned components of the system. The following principles apply:
- The test environment must be controlled and stable
- Test assemblages for integration testing must have been
constructed from configuration controlled copies that have
passed their unit tests
- Support software and hardware must be suitably validated prior
to use and maintained under configuration control
- Integration tests will be divided for the two tests sets:
- Kernel parts
- Non-kernel parts
1.4.2 Integration test responsibilities
SchlumbergerSema is responsible for integration tests for kernel
parts. Logica is responsible for integration tests for non-kernel
parts.
1.4.3 System test principles for kernel parts
When the components of the system have been successfully integrated,
System Testing have to be performed in accordance with the defined
test strategy by SchlumbergerSema. System Testing checks both
functional and non-
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functional aspects of the system. It checks that the completed unit
or system provides the specified functions and features, and also
tests the non-functional aspects such as performance and capacity. A
dry-run of Factory Acceptance Tests for subcontractors should also
be included as part of System Test. Records of test runs, progress
and results are kept. The following principles apply:
- Test assemblages for System Testing are constructed from
software and hardware which has completed integration testing
and is correspondingly under configuration control.
- System Tests test for the required functionality to provide
confidence that the system complies with the requirements
before it enters formal acceptance testing with the customer.
- System Tests test for non-functional aspects of the system,
e.g. performance, reliability, recovery and availability,
portability, efficiency and security and safety where these
are appropriate.
- Regression tests must be performed to establish confidence in
the changes made as a result of error correction. Changes must
be undertaken to configuration-controlled units in a
systematic and controlled manner.
1.4.4 Aims
- To demonstrate that an object satisfies the stated
requirements of its functional design and construction
criteria.
- To confirm that an object is appropriate for its intended
purpose and usage
- To record the execution and results of the tests conducted.
- To provide a definitive and repeatable verification and
validation process with deterministic results.
1.4.5 Exit criteria
- Verified and validated object placed under configuration
control.
- Completion of all defined test cases and review of results,
(or decision to abandon).
1.4.6 Outputs
- Integration and System test plan
- Integration and System test specification
- Test Results
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- Test Transmittal Report
- Test Log
- Test Defect Observation Report
- Test Summary Report
1.5 Acceptance Test
Acceptance is in several stages during the project according the
plan project. Acceptance is against a Functional Requirements
Specifications. Functional Requirements Specification given in the
plan to how we will demonstrate non-functional requirements such as
reliability. The acceptance criteria should be defined in the
Acceptance Test Plan. The criteria should be defined in terms, which
prevent trivial failures from stopping acceptance.
On occasions, the Acceptance Test Specification is produced by
SchlumbergerSema, Logica and EuroTel Bratislava a.s. and/or another
third party. In this case, it is imperative that the document will
be reviewed against Functional Requirements within the scope of the
contract.
Detailed test scripts, called Acceptance Test Descriptions, are
produced for each test specified in the Acceptance Test
Specification. These, supported by defined test data, represent the
detailed instructions used to execute the tests during the
acceptance process.
FAT and SAT complete once the defined tests have been executed and
meet their acceptance criteria.
1.5.1 Aims
- To demonstrate that an object satisfies the stated
requirements of its functional design and construction
criteria.
- To confirm that an object is appropriate for its intended
purpose and usage
- To record the execution and results of the tests conducted.
- To provide a definitive and repeatable verification and
validation process with deterministic results.
1.5.2 Execution criteria preconditions
Before start of Acceptation Test cases the Tests described in 1.3.1
and 1.4 have to be successfully executed.
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1.5.3 Exit criteria
- Verified and validated object placed under configuration
control.
- Completion of all defined unit test cases and review of
results, (or decision to abandon).
1.5.4 Outputs
- Acceptance test plan
- Acceptance test specification
- Acceptance test description
- Test Results:
- Test Log
- Test Defect Observation
- Test Summary Report
- Acceptance Certificate
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Annex No. 5: Authorized persons
1.1 Authorized Persons
The project team will consist of Logica's local staff as well as staff
from Logica's Customer Care and Billing International Business Unit (CC&B
IBU), which is based in Logica's Rotterdam office. The CC&B IBU is
Logica's center of excellence for telecommunications customer care and
billing systems.
The table below shows the mapping from Logica's organisation to EuroTel's
organization.
==========================================================================================
Logica Role Primary EuroTel Contacts Reason
------------------------------------------------------------------------------------------
Logica Country Manager General Manager Overall Logica-EuroTel
Jozef Barta relationship
Robert Sandor
------------------------------------------------------------------------------------------
Logica Regional Operations IT Director Project progress and
Director client relationship.
Peter Morvic Milan Hain
Overall client
relationship and
additional prospects
------------------------------------------------------------------------------------------
Logica Sales and Commercial Senior Manager, Additional prospects
Manager Procurement & Logistics
Katarina Machkova Martin Horvath
------------------------------------------------------------------------------------------
Logica Project Manager EuroTel Project Manager Project management
Juraj Brtko Hedvika Eiflerova issues
------------------------------------------------------------------------------------------
Logica Technical Manager Technical issues
Dusan Valasek ----------------------------------------------------------
Software development
issues
==========================================================================================
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