BT Trial Agreement Converged Engineer Service

1. 1.1 2. 2.1 COMMENCEMENT The Agreement begins on the date BT communicates its acceptance of the Customers order for the Service and continues until BT has completed the Trial as set out in the Service Schedule. PREPARATION The Customer agrees to prepare the Site according to any instructions BT may give and to provide BT with reasonable access to the Site for the purposes of the Trial. Where required, the Customer agrees to provide, at its expense, a continuous mains electricity supply and connecting points. The Customer and BT will meet each others reasonable safety and security requirements when on the Site. The Customer and BT agree to look after each others equipment on the Site. If the Customer or BT damages the others equipment it must pay for any repair or replacement needed. This does not apply where the damage results from normal use. The Customer is responsible for making the Site good after any work undertaken by BT at the Site, including putting items back and for re-decorating. Where the Trial can only be provided as an addition to a BT standard service, the Customer will ensure that a valid contract is in place with BT for the provision of the BT standard service. BTs standard terms and conditions will apply to the provision of the BT standard service, details of which are set out in the Schedule. In the event of any conflict between BTs standard terms and conditions and this Agreement, BTs standard terms and conditions will prevail. DURING THE TRIAL The Customer acknowledges that the Service is under development. The Customer will comply with BTs reasonable instructions regarding health, security, safety or the quality of the Trial. Operational changes 3.3 4. 4.1 Occasionally, for operational reasons, BT may interrupt or suspend the Trial. If this happens BT will restore the Trial as quickly as possible. TRIAL DATA COLLECTION The Customer agrees to: (a) complete any questionnaires or other documents BT may send to the Customer concerning the Trial; (b) participate in any interviews and discussion groups; and (c) provide BT with any information about the Trial as BT may reasonably require. The Customer accepts that all the information arising from clauses 4.1(a), (b) and (c) is necessary for BT to evaluate the Trial. 4.2 4.3 The results of the Trial will not be made public and the Customer will have no right of access to any such results. The Customer agrees that copyright in any information or designs arising from the Trial will belong to BT.

2.2

2.3 2.4

3. 3.1 3.2

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5. 5.1 AFTER THE TRIAL BT gives no undertaking to make the Service commercially available after the Trial has ended. Any product or service that BT may make available following the Trial will be subject to BTs standard terms and conditions. CHARGES AND PAYMENT In consideration of the Customer participating in the Trial, the Service will be provided by BT free of charge. ENDING THE TRIAL BT may end the Trial at any time without notice if: (a) the Customer breaches the Agreement and, if the breach is capable of remedy, fails to put right the breach within a reasonable time of being asked by BT to do so. In this clause breach includes non-payment of any valid invoice by the due date; or bankruptcy or insolvency proceedings are brought against the Customer or the Customer does not make any payment under a judgment of a Court on time or the Customer makes an arrangement with its creditors or a receiver, an administrative receiver or an administrator is appointed over any of the Customers assets or the Customer goes into liquidation or a corresponding event under Scottish Law.

6. 6.1 7. 7.1

(b)

8. 8.1

LIMITATION OF LIABILITY Neither the Customer nor BT excludes or restricts its liability for death or personal injury caused by its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or for fraudulent misrepresentation or to any extent not permitted by law. Neither the Customer nor BT shall be liable to the other in contract, tort (including negligence), breach of statutory duty or otherwise for any direct loss of profit, revenue, time, anticipated savings or profit or revenue, opportunity, data, use, business, wasted expenditure, or business interruption which may arise in relation to the Agreement whether or not the Customer or BT was advised in advance of the possibility of such loss or damage. Neither the Customer nor BT shall be liable to the other in contract, tort (including negligence), breach of statutory duty or otherwise for any indirect or consequential loss of profit, revenue, time, anticipated savings or profit or revenue, opportunity, data, use, business, wasted expenditure, loss of or damage to physical property, business interruption or for any other indirect or consequential loss or punitive damages which may arise in relation to the Agreement whether or not the Customer or BT was advised in advance of the possibility of such loss or damage. Subject to clauses 8.1, 8.2 and 8.3 the Customer and BT accept liability to the other in contract, tort (including negligence), breach of statutory duty or otherwise for direct loss limited to: (a) (b) 1,000,000 for loss of or damage to physical property in any period of 12 consecutive months; and for all other loss or damage, the greater of either (i) (ii) 25,000; or 125% of the amounts paid by the Customer under the Agreement.

8.2

8.3

8.4

8.5

Each part of this clause operates separately. If any part of a clause is held by a Court to be unreasonable or inapplicable the rest of the clause shall continue to apply.

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9. 9.1 10. INTELLECTUAL PROPERTY AND CONFIDENTIALITY Except as expressly set out in the Agreement, the Customer and BT do not acquire any rights or licences to the others Intellectual Property Rights GENERAL TERMS Matters Beyond Reasonable Control 10.1 (a) If the Customer or BT is unable to perform, or is delayed in performing, any obligation under the Agreement because of something beyond its reasonable control including act of God, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes or acts or omissions of local or central government or other competent authorities, or beyond the reasonable control of its suppliers, it will have no liability to the other for that failure or delay in performing. BT will not be liable for failure to or delay in conducting the Trial if: (i) (ii) (c) another supplier delays or refuses the supply of an electronic communications service to BT and no alternative service is available at reasonable cost; or legal or regulatory restrictions are imposed that prevent BT from conducting the Trial.

(b)

If any of the events detailed in clauses 10.1(a) or 10.1(b) continue for more than three months the Customer or BT may end the Trial in whole or part by written notice to the other.

Transfer of Rights and Obligations 10.2 The Customer and BT may not transfer any of their rights or obligations under the Agreement without the written consent of the other, except that: (a) (b) The Customer may transfer its rights or obligations or both to a Group Company with the written consent of BT, such consent not to be unreasonably withheld or delayed; and BT may transfer its rights or obligations or both to a Group Company without consent provided that it notifies the Customer that it has done so.

Severability 10.3 If any term of the Agreement is held invalid, illegal or unenforceable by any court of competent jurisdiction, it will be severed and the remaining terms will continue in full force as if the Agreement had been made without the invalid, illegal or unenforceable terms. Entire Agreement 10.4 The Agreement contains the entire agreement between the Customer and BT and replaces all previous written or oral agreements relating to its content. Waiver 10.5 A failure or delay by the Customer or BT to exercise any right or act upon a breach under the Agreement will not be a waiver of that right or breach. If the Customer or BT waives a right or breach of the Agreement, that waiver is limited to the particular right or breach. Rights of Third Parties 10.6 A person who is not the Customer or BT (including an employee, the officer, agent, representative or subcontractor of the Customer or BT) has no right under Contracts (Rights of Third Parties Act 1999) to enforce any term of the Agreement. This does not affect any right or remedy that exists or is available apart from that Act.

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Notices 10.7 Notices given under the Agreement must be in writing and delivered to the following addresses unless otherwise stated in the Schedule: (a) (b) to BT at the address shown on the bill or any address which BT provides to the Customer for this purpose; or to the Customer at any one or more of the following: the address to which the Customer asks BT to send bills or the address of the Site or the Customers primary email address or, if the Customer is a limited company, its registered office or its email address.

10.8

The Customer must inform BT immediately if there is any change to any of the contact information the Customer provided to BT. Law and Jurisdiction

10.9

The Agreement is governed by the law of England and Wales and is subject to the non-exclusive jurisdiction of the English courts. Data Protection

10.10

The Customer and BT will comply with their respective obligations under the Data Protection Act 1998 and any data protection, privacy or similar laws that apply to any personal data processed in connection with the Agreement. The Customer and BT will provide such help and co-operation as is reasonably necessary or requested by the other to enable compliance with this clause. Customers Instructions

10.11 11 11.1

BT may take instructions from a person whom it thinks, with good reason, is acting with the Customers permission. DEFINITIONS In this Agreement the following terms have the meanings shown next to them: this agreement between BT and the Customer comprising the following documents, in order of precedence the Conditions; and the Schedule.

Agreement

Conditions Group Company

these conditions for the BT Trial Agreement (Business) a subsidiary or holding company including a holding company, or a subsidiary of any such holding company, all as defined by Part 38, Section 1159 of the Companies Act 2006 any patent, petty patent, registered design, copyright, design right, database right, rights in designs, invention, semiconductor topography right, know-how, or any similar right exercisable in any part of the world and including any applications for the registration of any patents or designs the schedule to these Conditions setting out the Service being trialled the place(s) which BT will visit as part of the Trial the trialling of the Service by the Customer as set out in the Schedule

Intellectual Property Rights

Schedule Site Trial

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Service Schedule to Terms and Conditions for Converged Engineer Service
1. SERVICE DESCRIPTION Service Overview 1.1 1.2 1.3 The Service is a per incident service which provides an engineering visit to the Site for investigation, fault diagnosis and repair of faults reported on the Customers BT Business Broadband Service. The Service may be ordered by telephone only. The Service is only available in specific regions of the UK as determined by BT. Service Description 1.4 Where the BT Broadband Helpdesk is unable to provide a diagnosis as to the cause of a fault reported on the Customers BT Business Broadband Service, BT will arrange for an engineering visit to the Site for further investigation of the reported fault, with the aim of being able to diagnose and repair the fault. The engineer will remain on the Site until all testing has been completed or the fault has been cleared, subject to clause 3.5 below. In the event that the fault is not cleared by the end of the Working Day, and further tests can be conducted, a return Site visit will be arranged. BT is unable to commit to the same engineer undertaking the return visit. If the fault is found to be as a result of incorrect set up, incorrect wireless settings, wiring or filter problems the engineer will take the appropriate action to clear the fault, with the agreement of the Customer where appropriate. If the fault is found to be due to a fault with a BT provided Broadband router on the Customers Network BT will repair or (at its option) replace the Broadband router free of charge. If BT identifies the fault as being due to a hardware fault (other than on a BT provided Broadband router) on the Customers Network, BT may be able to supply and fit replacement and/or additional hardware as necessary. This will be by agreement with the Customer and additional charges will not apply. If, once the fault is cleared, the engineer is able to identify additional activities that could be undertaken to improve performance of the BT Business Broadband Service, then the engineer will undertake those activities following agreement with the Customer. Minimum Requirements 1.10 The Service is available to Customers who have a current contract for BT Business Broadband Service and who have reported a fault on the BT Business Broadband Service which has been investigated by the BT Broadband Helpdesk. COMMENCEMENT AND DURATION The Trial will begin when BT accepts the Customers order and ends, subject to clause 3.5 below, once the fault is cleared. SERVICE LEVELS BT will respond to reported faults as soon as it reasonably can. BTs normal hours of work are 09.00 and 17.00 Monday to Friday excluding bank and public holidays.

1.5

1.6

1.7 1.8

1.9

2. 2.1 3. 3.1 3.2

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3.3 Site visits are available between 09.00 and 17.00 Monday to Friday excluding bank and public holidays. BT can normally provide an engineering visit within 2 Working Days of agreeing to the Customers request. BT will agree an appointment date and time with the Customer but all dates and times are estimates. BT will use its reasonable endeavours to arrange for an engineer to attend the Site on the day and at the time agreed with the Customer however, the Customer acknowledges and agrees that delays may occur or appointments may need to be re-scheduled due to operational or other matters.BT accepts no liability for any failure to keep an appointment. BT does not undertake that it will be able to repair all faults reported by the Customer, or that BT will be able to advise on all service related issues. RESPONSIBILITIES OF THE CUSTOMER AND BT The Customer must give BT access to the Site at the time agreed between the parties for the appointment. The Customer is responsible for regularly backing-up any stored data and for the storage of any application software discs. BT is not responsible for: (a) (b) 5. 5.1 5.2 7. 7.1 8. any failures in the supported applications and operating systems; or the failure of the Customer to follow BTs advice and/or recommendations.

3.4

3.5 4. 4.1 4.2

4.3

COLLECTION OF DATA BT may contact the Customer by phone or email to collect Trial data. The Customer agrees to respond in good faith and without undue delay to all reasonable requests from BT for Trial data. RESALE The Service and any associated software is provided solely for the Customers own use and the Customer will not resell or attempt to resell the Service (or any part or facility of it) to anyone else. DEFINITIONS

In this Schedule, the following terms have the meanings shown next to them: BT Broadband Helpdesk BT Network Customers Network The standard helpdesk facility provided by BT for customers to report faults on BT Business Broadband Service BTs network on BTs side of the NTTP including but not limited to PSTN and Business Broadband services The Customers network on the customers side of the NTTP including but not limited to customer wiring, PC equipment, micro-filters and Broadband router Network Termination Test Point any day during which the Working Hours apply. 09.00 and 17.00 Monday to Friday excluding bank and public holidays

NTTP Working Day Working Hours

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