WORLDLINE_REGISTRATION_DOCUMENT_2017
E
Financials Related Party Transactions
Specific Services Agreements E.8.1.1.2 The services provided under the Specific Services Agreement and the Intra-Worldline Specific Services Agreements relate to the implementation of reorganization projects, including in connection with the Reorganization Transactions, and the terms for re-invoicing the services provided in that context by external providers. In 2017, the Company paid Atos International SAS a total of € 2.1 million in connection with the Specific Services Agreements. The Specific Services Agreement and the Intra-Worldline Specific Services Agreement were entered into for an initial term of twelve months as from January 1, 2013 and are renewable automatically for successive twelve-month terms. They may be terminated at any time by the Company, with respect to its local subsidiaries, and by Atos International SAS, with respect to the Company, by providing two months’ prior notice. The Specific Services Agreement provides for automatic termination without prior notice (in the absence of an agreement to the contrary between the parties) in the event that Atos SE ceases to hold, directly or indirectly, more than 50% of the Company’s share capital. Similarly, each of the Intra-Worldline Specific Services Agreements provides for automatic termination without prior notice (in the absence of an agreement to the contrary between the parties) in the event that the Company ceases to hold, directly or indirectly, more than 50% of the relevant Worldline subsidiary. E.8.1.1.3 Local Services Agreements between an Atos group 1) entity outside the Worldline Group perimeter and a Worldline Group entity The scope of the services provided under the Local Services Agreements is specified in the Support Function Services Agreements, the Operational Level Agreements and/or the Time and Material Services Agreements annexed to the Inter-company Services Agreements. The services provided under the Support Function Services Agreements include, as applicable, the provision of financial, legal, management, sales, marketing, IT, telecommunications and/or human resources services, with the exception of the services provided by Atos International SAS under the Group Services Agreement. The services provided under the Operational Level Agreements cover, as applicable, services relating to the Group’s operational activities, including data centers, call centers, technical assistance and platform administration. Local Services Agreements
The Services provided under the Time and Materials Agreements include, in particular, technical, engineering, consulting and software development services. These services are provided on a one-off basis at the request of the local Worldline entity to the Atos service provider. The services provided under the Support Function Services Agreements and Operational Level Agreements are invoiced monthly, with the fee reviewed at the beginning of each half-year period. Payment for the services provided under the Time and Materials Agreements is based on the time spent by the service provider’s employees plus, where applicable, the cost of materials used to provide such services. The Local Services Agreements were entered into for an indefinite term and may be terminated by either party by providing between six and eighteen months’ notice, depending on the agreement. Local Services Agreements within Worldline Group 2) entity Following the acquisition of Equens and the carve out of some Worldline businesses into equensWorldline group, the company entered into service agreements with equensWorldline essentially in France, Belgium and Germany but also in the Netherlands. These agreements relate to global services and local services. Global services are essentially Global Service Agreements (global support functions and corporate services) and Trade Mark fees that are invoiced to equensWorldline. Local services as follow: On the one hand, equensWorldline purchases local services which relate mainly to delivery and production services (hosting , infrastructure services and resources support) but also support functions services (Finance, Human resources, Legal , Communication and Marketing, Puchasing, etc…). equensWorldline purchases also pass through services like terminals or telecom services that are resold to equensWorldline external clients. On the other side, equensWorldline renders services to the Company, notably in Acquiring processing activities essentially in Belgium , Germany and in the Netherlands As initially planned and contractualized between the Company and equensWorldline, services are priced at arm’s length and according to Atos group transfer pricing rules. Prices are revised annually at budget period .The services are invoiced and paid on a monthly basis. Local Services Agreements betweenWorldline and equensWorldline
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Worldline 2017 Registration Document
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