Contract for BT Business Communications Service (Telemarketing Services)

Transcription

Contract for BT Business Communications
Service (Telemarketing Services)
CONTENTS
Service Schedule
1.
Service Description
General Description
Service Options
Service Start Date
Minimum Period
2.
Service Level and Fault Management
Service Level
Fault Management
3.
Charges
Cancellation Charge
Underachievement Charges
Termination within the Minimum Period
4.
Additional Conditions
Information and Content
Event
Reports and Controls
Committed Call Contracts with a Committed Call Volume of 20,000 minutes or more
Customer Obligations
BT’s Rights
Call Payments
Service by Foreign Administrations
Export Control
Notices
Termination Notice Periods
Order of Precedence
5.
Definitions applicable to the Service Schedule only
Conditions
1.
2.
3.
4.
5.
6.
7.
8.
9.
Commencement
Provision of the Service
Regulations and use of the Service
Charges and Payments
Changing this Contract
Ending this Contract
Limitation of Liability
Intellectual Property and Confidentiality
General Terms
● Matters beyond Reasonable Control
● Escalation and Dispute Resolution
● Transfer of Rights and Obligations
● Severability
● Survival
● Entire Agreement
● Waiver
● Rights of Third Parties
Issue 4 – 19th May 2008
© British Telecommunications plc
Doc Ref: BT1113
Page 1 of 17
Service Schedule for BT Business Communications Service
(Telemarketing Services)
10.
● Notices
● Law and Jurisdiction
● Data Protection
● Customer’s Instructions
Definitions
Doc Ref: BT1113
Page 2 of 17
1.5
SERVICE SCHEDULE
1.
SERVICE DESCRIPTION
General Description
1.1
1.2
1.3
BT Telemarketing Service consists of the
delivery of a Call to a destination number (or
numbers), at one or more Sites, using the
Telemarketing
Services
Network.
The
destination number is specified by the Customer
and included in the Call Plan. A Service Number
allocated by BT is assigned to the destination
number. A Call to the Service is routed in
accordance with the Call Plan. Calls can be
delivered 24 hours a day, 365 days a year.
International Service is available as set out in
the Price List.
The right to allocate a Service Number belongs
to BT.
Minimum Period
1.6
Subject to paragraph 4.15 of this Schedule, the
Minimum Period is set out in the order form.
1.7
Service options may be subject to their own
Minimum Period and details of these are set out
in the BT Price List.
2.
SERVICE LEVEL AND FAULT MANAGEMENT
2.1
Service Level
The Service Level applicable to the Service is
set out in the BT Price List.
2.2
The Customer does not own the Service
Number and must not attempt to sell the Service
Number to any other person.
Fault Management
The Fault Helpdesk provides a 24 hour fault
reporting centre available 365 days a year.
When a customer telephones the Fault
Helpdesk to report a fault in the Service, BT will
respond in accordance with the Service Level.
The Customer will, at the time of the fault report,
provide BT with a contact telephone number to
enable BT to provide the Customer with
appropriate progress reports until the fault is
cleared.
Service Options
1.4
The Service Start Date is the date on which the
Service is first made available to the Customer,
or the date on which the Customer first uses the
Service or part of the Service, whichever occurs
first.
The following options are available on some
Service Numbers. Details of these options and
their availability against Service Numbers are
included in the BT Price List.
(a)
Service Management
3
CHARGES
(b)
Call Plans, Advanced Features and Inline
Services
3.1
(c)
Charging will start on the Service Start Date.
The charges for the Service are set out in the
order form.
3.2
The Customer agrees to pay all charges within
30 days of the date of BT’s bill.
3.3
The payment processing fee payable in
accordance with clause 4.9 of the Conditions is
3.4
The late payment charge payable under clause
4.12 (a) of the Conditions is set out in the BT
Price List.
 Enhanced Information Statistics
 Enhanced Rawcall Data (which may
include Inbound Analyst)
 Rapid Reports
 Simple Control
 Full Control
(d)
Cost Centre Billing
(e)
Service Assurance
The Service options included in the Contract are
set out in the order form.
Service Start Date
Cancellation Charge
3.5
Where the Customer cancels the Contract
before the Service is provided, the Customer
must pay BT’s reasonable costs incurred in
getting ready to provide the Service.
Doc Ref: BT1113
Page 3 of 17
Underachievement Charges
3.6
4.6
At each anniversary of the Service Start Date
the total duration of all Calls over the previous
Contract Year will be calculated (“the Achieved
Minutes Figure”). Unless the Achieved Minutes
Figure is greater than or equal to 90% of the
Committed Call Volume an underachievement
charge will apply as detailed in the BT Price List.
3.7
3.8
(a)
date, time and duration of the Event;
(b)
expected audience size;
Termination within the Minimum Period
(c)
If the Customer or BT ends the Contract during
the Minimum Period the Customer will, in
addition to the termination charges, pay any
applicable underachievement charges.
expected audience response ratio (i.e. the
ratio of likely total audience to the number
of expected attendees likely to make a
Call);
(d)
number of lines available to receive Calls;
(e)
expected minimum and average Call
duration;
(f)
time during the Event when the maximum
traffic peak is expected.
The termination charges and underachievement
charges that will apply where the Customer or
BT terminates within the Minimum Period are
4.
The Customer must give BT at least six Working
Days’ notice before an Event and, if there is to
be more than one Event as part of a campaign,
notice must be given at least six Working Days
before each Event. The notice must include:
ADDITIONAL CONDITIONS
4.7
The Customer acknowledges that a failure to
notify BT in accordance with paragraph 4.6 of
this Schedule may have an impact on the
capability of the Telemarketing Services Network
to accommodate an Event and BT reserves the
right to refuse to accommodate such an Event.
4.8
An Event featuring Televote must utilise the
Telemarketing Services Network and Calls must
be terminated on a Televote Service Number.
4.9
Event calls should not be terminated on a
ValueLink Line unless the expected average Call
duration is greater than 20 seconds.
Information and Content
4.1
The Customer must, on request, provide BT or
PhonepayPlus (or both) with information or
material relating to the Customer’s service or
Information or a future service.
4.2
The Customer must ensure that, prior to
providing the Customer’s service, all rights,
licences and consents (including any intellectual
property rights) have been obtained and that,
where applicable, consent has been obtained
from PhonepayPlus. BT may request evidence
from the Customer of compliance with this
paragraph 4.2 and the Customer must comply
with this request immediately.
4.3
The Customer must provide Information of a
quality and nature that is not likely to bring BT or
the Services into disrepute. In determining the
application of this paragraph BT’s decision is
final.
4.4
The Customer must not state or imply any
approval by BT of the content of the
Customer’s service or Information or refer to
BT without the express written approval of BT.
4.5
The Customer must immediately cease to
provide any service or Information which BT
determines to be a breach of paragraphs 4.1 to
4.4 above.
Event
4.10 The Customer is responsible for the provision,
security and proper use of suitable computer
hardware,
software,
telecommunications
equipment and services necessary to access
and use Reports and Controls. This Contract
does not include the provision of Internet access
services.
4.11 The Customer will appoint an administrator to
act as the single point of contact for Reports and
Controls and will inform BT of any changes in
the information relating to the administrator.
4.12 BT is not responsible for any software or system
interfaces not provided by BT that the Customer
uses with the Software.
4.13 BT may offer updates or modifications to the
Software. The Software provided for Inbound
Analyst is date limited and it is the Customer's
Doc Ref: BT1113
Page 4 of 17
responsibility to update the Software with the
upgrades supplied by BT. Failure to update the
Software may affect the Customer’s ability to
use Inbound Analyst. The Customer will be
advised of any charges for updates or
modifications to Software.
4.14 Upon termination of this Contract (or Reports
and Controls if earlier), the Customer will, on
request, either return any Software to BT or
irrevocably delete Software from all memory and
all electronic media without delay and as
requested by BT.
Committed Call Contracts with a Committed
Call Volume of 20,000 minutes or more
the notice of any third party information provider
with whom it contracts.
BT’s Rights
4.20 If BT has reason to believe that the Customer’s
service or Information is being used in breach of
clause 3.2 of the Conditions or paragraphs 4.1
to 4.9 or 4.18 to 4.19 of this Schedule, or the
Customer does not achieve the Call Payment
Threshold for three consecutive months, BT
may (without prejudice to its rights under clause
6 of the Conditions):
(a)
suspend the Service (including temporarily
barring or restricting access to the
Customer’s Service Number by a Caller)
until the breach has been remedied or the
Customer has given undertakings to the
satisfaction of BT or, if applicable, of
PhonepayPlus or OFCOM (or both); or
(b)
withhold a Call Payment due to the
Customer under this Contract and any
other contract with BT without notice. The
Call Payment may be withheld until BT is
satisfied that a breach has not occurred.
Where BT has already paid the Call
Payment to the Customer in respect of a
Call to the Customer’s service during the
period when any of the events specified in
clause 3.2 of the Conditions or paragraphs
4.1 to 4.9 or 4.18 to 4.19 of this Schedule
were happening or where BT has not been
paid as specified in paragraph 4.24 (d) of
this Schedule, BT may:
Unless stated otherwise in the Price List, where
the Customer enters into a Committed Call
Contract with a Committed Call Volume of
20,000 minutes or more:
4.15 The definition of Minimum Period is amended
as follows:
Minimum Period
the first twelve months of the Service or any
other period stated in the order/registration form,
measured from the Service Start Date or a
further Minimum Period of 12 months, starting
on the day after expiry of the initial Minimum
Period.
4.16 Upon expiry of the initial Minimum Period, the
further Minimum Period will apply unless the
Customer gives BT 7 days’ notice during the last
7 days of the initial Minimum Period, or up to 28
days following the end of the initial Minimum
Period, that a further Minimum Period will not
apply, in which case the standard charges and
Call Payments specified in the order form will
apply from the end of the 7 day notice period.
(i)
deduct an amount equal to the
amount already paid to the
Customer whilst the event
was
happening or for which it has not
been paid, from any Call Payment
due to the Customer under this
Contract or any other contract with
BT; or
(ii)
demand payment of the amount or
the balance of the amount from the
Customer within 14 days; or
(iii)
deduct the amount or the balance
of the amount, from any deposit
held as security for payment.
4.17 The Committed Call Volume will continue to
apply until the Contract is terminated.
Customer Obligations
4.18 The Customer must not make, nor allow anyone
to make on the Customer’s behalf, a Call to the
Customer’s service other than at what BT
considers to be reasonable intervals for the
purpose of testing that the Customer’s service is
operating correctly or as otherwise agreed with
BT.
4.19 For number ranges over which PhonepayPlus
has a supervisory role, the Customer is obliged
to bring the PhonepayPlus code of practice to
4.21 The Customer agrees that BT or PhonepayPlus
(or both) may monitor the Customer’s service or
Information where either of them considers this
to be appropriate.
Doc Ref: BT1113
Page 5 of 17
4.22 If the Customer has ordered an Advanced
Service which includes the ability to update
announcements, BT reserves the right to
withdraw this ability if the level of activity
adversely affects the ability of other customers
to make updates.
(f)
For
number
ranges
over
which
PhonepayPlus has a supervisory role:
(i)
A proportion of every Call Payment
will be retained by BT and paid to
PhonepayPlus in respect of the
PhonepayPlus funding levy in
accordance
with
the
PhonepayPlus code of practice.
The rate at which the levy is
applied will be in accordance with
the prevailing rate as notified by
PhonepayPlus on the PhonepayPlus
web site.
(ii)
Where
BT
is
notified
by
PhonepayPlus that any sums
payable by the Customer to
PhonepayPlus or any compensation
fund established
under
any
PhonepayPlus Code of
Practice
have not been paid, BT may
withhold a Call Payment due to
the Customer until PhonepayPlus
notifies BT that payment has be
made by the Customer.
Call Payments
Where a Call Payment is made to the Customer:
4.23 For the purposes of clause 4 of the Conditions,
charges include Call Payments.
4.24 Call Payments
(a)
BT will pay the Customer the Call
Payment as set out in the order form. The
Call Payment is payable after 30 days
from the end of any period to which it
applies, and will be accompanied by a
statement showing details of the
calculation of the payment. The Call
Payment due to the Customer will be
calculated in accordance with the duration
of a Call made by a Caller to the
Customer’s service as recorded by BT’s
equipment or analytical methods and not
by the Customer. BT’s decision on the
calculation of a Call Payment to the
Customer will be final.
(b)
BT operates a self-billing arrangement for
payment of revenue due to the Customer.
Accordingly, if the Customer is VAT
registered, the Customer must complete
and return the self- billing agreement that
will be sent to the Customer on
commencement of the Service.
(c)
In the event that any sum owed by the
Customer to BT under this Contract and
any other contract with BT is not paid by
the due date, BT may deduct such sum
from any Call Payment payable to the
Customer.
(d)
Where access to the Customer’s service
or Information is obtained by a Caller
without payment of the appropriate Call
Revenue to BT or any other public
telecommunications operator then the
Customer will not be entitled to any Call
Payment from BT for the Call.
(e)
BT will not be liable to pay a Call Payment
to the Customer unless the sum due to
the Customer is equal to or greater than
the Call Payment Threshold specified in
the BT Price List.
Service by Foreign Administrations
4.25 Some countries require a written undertaking
from the Customer that the Service will be solely
for the Customer’s own business purposes and
will not be resold to a third party with a view to
bypassing normal Call charging. In the case of
breach of these requirements Service or the
Customer’s service (or both) may be
discontinued by the foreign administration.
4.26 BT does not accept any liability if foreign
administrations or other suppliers suspend or
terminate the Customer’s service during the term
of the Contract.
Export Control
4.27 Provision of the Service to the Customer may be
subject to export control law and regulations. BT
does not represent that any necessary approvals
and licences will be granted. The Customer will
provide reasonable assistance to BT to obtain
any necessary consent. If, through no fault of
BT, any necessary consent is not granted, then
BT can terminate this Contract or the provision
of the Service under it (as appropriate) without
any liability to the Customer.
4.28 The Service must not be used in any way that
does not comply with any instructions by any
other public telecommunications operator or
Doc Ref: BT1113
Page 6 of 17
other competent authority in any country where
the Service is provided.
Advanced
Service
service including Advanced
Features or Inline Services
under which the Customer
can request changes to
their Call Plan allowing
Calls to be routed to
different
destination
numbers at different times.
Advanced
Features
a range of functions on the
Telemarketing
Services
Network, which route a Call
to a Customer’s destination
number.
BT Price List
the document which is
incorporated within the
Contract, containing a list of
BT’s charges and terms
that apply to Telemarketing
Service and which can be
seen
at:
http://www.bt.com/pricing
(or any other on-line
address that BT may advise
the Customer).
BT
Televote
Service
Number
a Service Number in a
range or on such number
ranges as may from time to
time be specified by BT.
Call
a telephone call (or calls)
which connects the Caller
to the Customer’s Service.
Call Payment
the payment or payments
that BT makes to the
Customer,
monthly
in
arrears, for a Call to the
Customer’s service as set
out in the order form.
Call Payment
Threshold
the sum specified in the BT
Price List, after deductions
of any payments due to
PhonepayPlus, that must
be achieved each month for
the Customer to qualify for
a Call Payment.
Call Plan
a plan agreed by the
Customer and BT which
may include Advanced
Features or Inline Services
and
will
specify
the
destination path for a Call
to each Service Number.
Notices
4.29 The address for notices set out in clause 9.9 of
the Conditions is amended as follows:
(a)
Notices relating to Reports and Controls
may be sent by BT to:
(i)
the administrator at the electronic
mail address nominated by the
Customer; or
(ii)
the email address specified by the
Customer when registering for the
Service; or
(iii)
(b)
any alternative email address which
the Customer notifies to BT at any
time.
Notices relating to paragraphs 4.6 and
4.16 of this Schedule must be sent by the
Customer to the BT web site specified
on the order form.
Termination Notice Periods
4.30 The notice periods set out in clause 6.2 of the
Conditions are amended as follows:
The Contract may be ended by:
(a)
the Customer on seven days’ written
notice to BT; or
(b)
BT on one month’s written notice to the
Customer.
Order of Precedence
4.31 The definition of Contract set out in the
Conditions is amended as follows:
The order of precedence will be:
the Supplementary Terms (if any)
the Service Schedule
the Conditions
the order /registration form
the BT Price list
the Customer Requirements Form (if any)
5.
DEFINITIONS
In this Service Schedule the following terms
have the meanings shown next to them.
Doc Ref: BT1113
Page 7 of 17
Call Revenue
the amount payable by
Caller to BT for access to
the Customer’s service.
Caller
a person who makes a Call.
Committed Call
Contract
a contract where the
Customer has contracted
for a Committed Call
Volume.
Committed Call
Volume
the number of minutes per
Contract Year that the
Customer
agrees
to
achieve as set out in the
order form.
Contract Year
Event
the first 12 month period
following the Service Start
Date and each 12 month
period following that.
where the Customer, either
directly
or
indirectly,
advertises
a
direct
response media campaign
which is likely to generate a
High Calling Rate to a
Service Number.
High Calling
Rate
means 5 or more Call
attempts per second to any
Service Number or a
combination of Service
Numbers
operated
simultaneously
by
the
Customer in any 30 second
period.
Information
information which is made
available to a Caller by the
Customer.
Inline Services
a range of functions on the
Telemarketing
Services
Network
other
than
Advanced Features, which
route a Call to a Customer’s
destination number.
OFCOM
the
Office
of
Communications
as
empowered
by
the
Communications Act 2003,
or any other competent
successor
body
or
authority.
PhonepayPlus
the
industry
regulatory body for all
premium
rate
charged
telecommunication services
or any similar body which
may be appointed in
addition to or in substitution
for PhonepayPlus.
Service
Number
a non-geographic number
that a Caller dials. The
number determines the cost
of the Call to the Caller as
Telemarketing
Services
Network
the BT telecommunications
network used to provide to
the Service.
Televote
a single High Calling Rate
service
comprising
a
minimum of 2 and a
maximum of 30 ValueCall
Service
Numbers.
The
maximum duration of a
Televote
Call
is
10
seconds.
ValueCall
a Call to a Service Number
prefixed by a 09xx code.
ValueLink Line
a high performance delivery
line directly connecting the
Telemarketing
Services
Network and the Site using
ISDN I.421 primary rate
access and is an incoming
Calls line only.
Working Day
Monday to Friday excluding
UK
Bank
and
public
holidays.
funded
Doc Ref: BT1113
Page 8 of 17
CONDITIONS
1.
COMMENCEMENT
1.1
This Contract begins on the date the Customer
receives BT’s notification of its acceptance of
the Customer’s request for the Service and
continues until terminated by the Customer or
BT in accordance with this Contract.
1.2
Unless otherwise stated in the Contract,
Service commences on the Service Start Date.
2.
PROVISION OF THE SERVICE
applicable Service Level. If BT agrees to work
outside the hours specified in this Contract,
the Customer will pay BT’s additional charges.
If the Customer reports a fault and BT finds
there is none or that the Customer has caused
the fault, BT may apply a charge.
3.
REGULATIONS AND USE OF THE SERVICE
3.1
Any Customer Equipment must be:
(a)
technically compatible with the Service
and not harm BT’s network or another
customer’s equipment; and
(b)
connected using the applicable BT
network termination point, unless the
Customer has BT’s permission to
connect by another means, and used
in compliance with any relevant
instructions, standards or laws.
Site Preparation, Access and Installation
2.1
The Customer agrees to prepare the Site
according to any instructions BT may give and
to provide BT with reasonable access to the
Site. The Customer agrees to provide, at its
expense, a suitable place and conditions for
BT Equipment and, where required, a
continuous mains electricity supply and
connecting points.
2.2
The Customer will obtain any permission
needed for BT to put BT Equipment on the
Site.
2.3
The Customer and BT will meet each other’s
reasonable safety and security requirements
when on the Site. The Customer and BT
agree to look after each other’s equipment on
the Site. If the Customer or BT damages the
other’s equipment it must pay for any repair or
replacement needed. This does not apply
where the damage results from normal use.
2.4
2.5
3.2
BT will use reasonable endeavours to provide
the Service by the date agreed with the
Customer, but all dates are estimates, unless
the Service Schedule says otherwise.
The Customer is responsible for making the
Site good, after any work undertaken by BT at
the Site, including putting items back and for
any re-decorating.
Faults and Repair
2.6
2.7
BT will use reasonable endeavours to provide
uninterrupted Service, but from time to time
faults may occur.
If the Customer reports a fault in the Service
BT will repair the fault in accordance with any
3.3
The Service must not be used:
(a)
in any way that is unlawful or in
contravention of any licence, code of
practice, instructions or guidelines
issued by regulatory authorities, third
person’s rights or BT’s Acceptable Use
Policy
located
at
www.abuseguidance.com; or
(b)
to
make
offensive,
indecent,
menacing, nuisance or hoax calls or to
cause annoyance, inconvenience or
anxiety; or
(c)
to send, knowingly receive, upload,
download or use any material which is
offensive,
abusive,
indecent,
defamatory, obscene or menacing; or
(d)
in any way which BT considers is or is
likely to be detrimental to the provision
of the Service to the Customer or
service to any of BT’s other
customers; or
(e)
to spam or to send or provide
unsolicited advertising or promotional
material, or knowingly to receive
responses to any spam, unsolicited
advertising or promotional material
sent or provided by any third party.
The Customer will comply with BT’s
reasonable instructions regarding health,
security, safety or the quality of the Service.
Doc Ref: BT1113
Page 9 of 17
3.4
The Customer will comply with any applicable
fair use policy that may be detailed in the
Service Schedule.
3.5
Occasionally, for operational reasons, BT may:
(a)
(b)
change the codes or numbers given to
the Customer, or the way BT provides
the Service, provided that any change
to the way BT provides the Service,
does not significantly affect the
performance or functionality of the
Service; or
(b)
4.5
Unless otherwise provided in the Service
Schedule, all charges are exclusive of VAT
which is chargeable at the applicable rate.
4.6
As part of its credit management procedures,
BT may at any time:
interrupt or suspend Service. BT will
restore the Service as quickly as
possible.
3.6
The Customer does not own any number or
have any right to sell the number related to the
Service.
3.7
The Customer will indemnify BT against any
claims or legal proceedings which are brought
or threatened against BT by a third party
because the Service is used in breach of
clause 3. BT will notify the Customer of any
such claims or proceedings and keep the
Customer informed as to the progress of such
claims or proceedings.
3.8
BT may monitor and record calls relating to
customer services and telemarketing.
BT
does this for training purposes and to improve
the quality of its customer services. BT also
records all calls to the 999 or 112 services.
4.
CHARGES AND PAYMENTS
in arrears for usage (excluding
inclusive usage charges), connection
and other non-recurring charges.
(a)
require the Customer to pay a deposit
or provide a guarantee as security for
payment of future bills by the means
requested by BT; and/or
(b)
carry out a credit vet of the Customer.
The Customer agrees to provide BT
with any information BT may
reasonably require for this.
4.7
Unless otherwise stated in the Service
Schedule, payment is due on the date
specified on the bill.
4.8
Unless otherwise advised by BT, the
Customer must pay all charges by direct debit
or monthly payment plan.
4.9
Unless otherwise advised by BT, payments
made other than by direct debit or monthly
payment plan will be collected by BT Payment
Services Limited, a wholly owned subsidiary of
BT. BT Payment Services Limited will levy a
payment processing fee, as set out in the
Service Schedule. This fee will be deducted
from any money received before any payment
is allocated against the charges for the
Service.
4.10
Where BT has agreed that the Service can be
included within a standard BT pricing package
or scheme, the Customer agrees that while the
Service is included within the pricing package
or scheme the charges specified in the Service
Schedule may be amended by the terms of the
pricing package or scheme. Upon termination
of the pricing package or scheme, the charges
will revert to those specified in the Service
Schedule.
General
4.1
Charges for the Service are as detailed in the
Service Schedule and calculated using the
details recorded by BT.
4.2.
BT will send bills to the address notified by the
Customer to BT.
4.3
Schedule, the Customer will be liable for
charges for the Service from the Service Start
Date.
4.4
Schedule, the Customer agrees to pay:
(a)
in advance for subscription, rental and
other recurring charges (including
inclusive usage charges); and
Disputed Bills
4.11
If the Customer disputes any charge on a bill
the Customer will notify BT in writing within 14
days of the date of the bill with all relevant
information. Where the disputed amount is:
Doc Ref: BT1113
Page 10 of 17
(a)
less than 5% of the total bill, the
Customer will pay the full amount of
the bill; or
5.1
BT can change the Contract (including the
charges) at any time and will publish any
change in line with clause 5.2.
(b)
more than 5% of the total bill, the
Customer must pay the amount not in
dispute. Also, if requested by BT, the
Customer will place funds equivalent
to the disputed amount into an
account with a reputable bank as
reasonably
specified
by
BT,
established jointly by the Customer
and BT, accruing interest at a variable
rate equal to that which the selected
bank certifies it would normally pay to
a commercial customer depositing the
amount credited to such an account
(escrow account).
5.2
Schedule, BT will publish any changes to the
Contract (including the charges) on-line at
http://www.bt.com (or any other on-line
address that BT may advise the Customer)
and/or in accordance with clause 9.9, as
follows:
Any disputes will be resolved promptly and the
resolved amount, if any, is payable
immediately.
4.13
4.14
5.
any late payment charge specified in
the Service Schedule; and/or
(b)
daily interest on late payments at a
per annum rate equal to 7% above the
base lending rate of the European
Central Bank for the period beginning
on the date on which payment is due
and ending on the date on which
payment is made.
for all other changes, at least one day
before the change is to take effect.
6.1
The Customer may cancel the Contract or any
part of the Service at any time before BT
provides the Service. The Customer will pay
the cancellation charge specified in the
Service Schedule.
6.2
Schedule, the Contract may be ended by
either party on 28 days’ written notice to the
other.
6.3
If the Customer or BT ends this Contract
during the Minimum Period the Customer will
pay BT the early termination charges set out in
the Service Schedule. This clause will not
apply if:
If the Customer does not pay a bill, BT may
instruct a debt collection agency to collect
payment (including any interest and/or late
payment charges) on its behalf. If BT instructs
an agency, the Customer must pay BT an
additional sum. This will not exceed the
reasonable costs BT has to pay to the agency,
who will add the sum to the Customer’s
outstanding debt on BT’s behalf.
If any sum owed by the Customer to BT under
the Contract or any contract with BT is not
paid by the due date, BT may deduct this sum
from any payment or credit due to the
Customer under the Contract or any other
contract with BT.
CHANGING THE CONTRACT
6.4
(b)
ENDING THE CONTRACT
If BT does not receive payment by the due
date, BT may charge the Customer:
(a)
for changes that are to the Customer’s
significant detriment, at least 14 days
before the change is to take effect;
and
6.
Late Payment
4.12
(a)
(a)
the Customer ends this Contract
during the Minimum Period because
BT is in material breach of this
Contract; or
(b)
the Customer gives notice to end the
Contract within three months of BT
notifying the Customer of an increase
to the charges or changes to the
Conditions in either case to the
Customer's significant disadvantage;
or
(c)
BT ends this Contract during the
Minimum Period for convenience; or
(d)
the Contract ends because either
clause 8.7 or 9.1(c) applies.
The Customer may end this Contract if:
Doc Ref: BT1113
Page 11 of 17
6.5
(a)
BT materially breaches this Contract
and, if the breach is capable of
remedy, fails to put right the breach
within a reasonable time of being
asked by the Customer to do so; or
(b)
insolvency proceedings are brought
against BT or BT makes an
arrangement with its creditors or a
receiver, an administrative receiver or
an administrator is appointed over any
of BT’s assets or BT goes into
liquidation or a corresponding event
under Scottish Law.
7.2
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.
7.3
Unless otherwise expressly stated in this
Contract 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, business interruption or for any
other similar direct loss which may arise in
relation to this Contract whether or not the
Customer or BT was advised in advance of the
possibility of such loss or damage.
7.4
Unless otherwise expressly stated in this
Contract 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 this Contract whether
or not the Customer or BT was advised in
advance of the possibility of such loss or
damage.
7.5
Unless otherwise expressly stated in the
Service Schedule and subject to clauses 7.2,
7.3 and 7.4, 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:
BT may suspend the Service or end this
Contract, or both, at any time without notice if:
(a)
the Customer breaches this Contract
or any other Contract that the
Customer has with BT 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; or
(b)
BT reasonably believes that the
Service is being used in a way
forbidden by clause 3. This applies
even if the Customer is unaware that
the Service is being used in such a
way; or
(c)
bankruptcy or insolvency proceedings
are brought against the Customer or
the Customer does not make any
payment under a judgement 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 Customer’s assets or the
Customer goes into liquidation or a
corresponding event under Scottish
Law.
(a)
£1,000,000 for loss of or damage to
physical property in any period of 12
consecutive months; and
(b)
£200,000 for all other loss or damage
arising from any one incident or series
of
connected
incidents
and
£1,000,000 for all incidents in any
period of 12 consecutive months.
The Customer will continue to pay the charges
during any period of suspension.
6.6
If this Contract ends BT will refund any money
owed to the Customer after first deducting any
money due to BT under this Contract or any
other contract that BT has with the Customer.
7.
LIMITATION OF LIABILITY
7.1
BT accepts liability as set out in the Contract.
BT does not guarantee that the Service will be
fault-free.
7.6
Clause 7.5 will not apply to any obligation to
pay charges or to clauses 3.7 and 8.5.
7.7
Each part of this clause operates separately.
If any part of a clause is held by a Court to be
Doc Ref: BT1113
Page 12 of 17
unreasonable or inapplicable the rest of the
clause shall continue to apply.
8.
INTELLECTUAL
CONFIDENTIALITY
PROPERTY
8.6
AND
Intellectual Property
8.1
8.2
Except as expressly set out in this Contract,
the Customer and BT do not acquire any rights
or licences to the other’s Intellectual Property
Rights.
If software, documentation or manuals are
provided to enable the Customer to receive
and use the Service, BT grants the Customer,
for the duration of this Contract, a nonexclusive, non-transferable licence to use such
software, documentation or manuals for the
Customer's own use. Unless otherwise agreed
in writing, any licence granted by BT under this
clause 8.2 will terminate when this Contract is
terminated.
8.3
Except as permitted by applicable law or as
expressly permitted under this Contract the
Customer must not, without BT’s prior written
consent, copy, de-compile or modify any
software, copy manuals or documentation or
permit anyone else to do so.
8.4
The Customer will sign any agreement
required by the owner of the copyright in the
Software to protect the owner's interest in that
Software.
8.5
BT will indemnify the Customer against all
claims and proceedings arising from
infringement of any third person's Intellectual
Property Rights by the provision of the Service
to the Customer. This indemnity does not
apply to claims or proceedings arising from:
(a)
the use of the Service in conjunction
with any equipment, software or any
other service not supplied by BT; or
(b)
any modification which was not made
by BT or with BT’s prior written
consent; or
(c)
designs or specifications supplied by
the Customer; or
(d)
the use of the Service other than in
accordance with the terms of this
Contract; or
(e)
breach by the Customer of clause 8.3.
8.7
As a condition of the indemnity in clause 8.5
the Customer must:
(a)
notify BT promptly in writing of any
allegation of infringement;
(b)
make no admission relating to the
infringement;
(c)
allow BT to conduct all negotiations
and proceedings in respect of any such
claims and give BT all reasonable
assistance in doing so (BT will pay the
Customer’s reasonable expenses for
such assistance); and
(d)
allow BT to modify the Service as set
out in clause 8.7.
If the Service becomes, or BT believes it is
likely to become, the subject of a claim of
infringement of any Intellectual Property Rights
BT, at its option and expense, may secure for
the Customer a right of continued use or
modify or replace the Service so that it is no
longer infringing, provided that the modification
or replacement does not materially affect the
performance of the Service. If the indemnity in
clause 8.5 applies and none of the remedies in
this clause is available to BT on reasonable
terms, BT may notify the Customer and
terminate the Service without liability to the
Customer.
Confidentiality
8.8
Except to the extent any disclosure is required
by law BT and the Customer will keep in
confidence any information, whether written or
oral, of a confidential nature obtained under or
in connection with this Contract.
The
Customer and BT will not, without the consent
of the other, disclose such information to any
person other than:
(a)
their Group Company employees or
professional advisers who need the
information in order for the Customer
or BT to fulfil its obligations under this
Contract; or
(b)
in the case of the Customer, its Users
to the extent that they are required to
use or access the Service; or
(c)
in the case of BT, the employees or
professional advisers of its suppliers
who need the information in order for
BT to fulfil its obligations under this
Contract.
Doc Ref: BT1113
Page 13 of 17
(c)
8.9
Information will not be treated as confidential if
it is:
(a)
in the public domain other than in
breach of this Contract; or
(b)
lawfully in the possession of the
Customer or BT before disclosure has
taken place; or
If any of the events detailed in clauses
9.1(a) or 9.1(b) continue for more than
three months the Customer or BT may
terminate this Contract in whole or part
by written notice to the other.
Escalation and Dispute Resolution
8.10
9.
9.1
(c)
obtained from a third person who is
free to disclose it; or
(d)
replicated independently by someone
without access or knowledge of the
Information.
If the Customer receives a request under the
Freedom of Information Act 2000 which
encompasses any information held by the
Customer which was provided by BT in
connection with this Contract the Customer will
notify BT immediately of the request and give
BT at least 10 working days to make
representations.
9.2
(a)
(b)
BT will try to work through any dispute
that the Customer may have with BT.
If this does not resolve the dispute
then the Customer may refer the
matter to the relevant dispute
resolution service as follows:
(i)
where
appropriate,
in
accordance with the details set
out in BT’s Code of Practice
for consumers and small
businesses; and
(ii)
otherwise, as set out in clause
9.2 (b) below.
Matters Beyond Reasonable Control
Any dispute must be raised in writing
with
the
Customer’s
or
BT’s
representative as appropriate. The
Customer and BT will use reasonable
endeavours to resolve any dispute as
follows:
(a)
(i)
a dispute which has not been
resolved by the Customer's or
BT’s representative within
seven days of being raised
may be referred by the
Customer or BT to the first
level by written notice to the
other; and
(ii)
if the dispute is not resolved at
the first level within seven
days of referral, the Customer
or BT may refer the dispute to
the second level by written
notice to the other.
GENERAL TERMS
(b)
If the Customer or BT is unable to
perform, or is delayed in performing,
any obligation under this Contract
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 supplying the Service if:
(i)
(ii)
another supplier delays or
refuses the supply of a
telecommunications service to
BT and no alternative service
is available at reasonable cost;
or
legal or regulatory restrictions
are imposed that prevent BT
from supplying the Service.
The
Customer’s
and
BT’s
representatives at the first and second
levels are as notified by the Customer
and BT to the other from time to time.
(c)
If the dispute is not resolved after the
procedures detailed in clause 9.2(b)
have been followed then, if the
Customer and BT agree, the dispute
will be settled by mediation in
accordance with the procedures
specified by the Centre for Dispute
Doc Ref: BT1113
Page 14 of 17
Resolution (CEDR). If the dispute is
referred to a mediator:
(i)
(ii)
(d)
BT and replaces all previous written or
oral agreements relating to its content.
the mediator will be appointed
by agreement of the Customer
and BT. If the Customer and
BT fail to agree within seven
days of a proposal by one
party, the mediator will be
appointed by CEDR; and
(b)
all negotiations on the dispute
and any agreement reached
will be kept confidential.
The Customer and BT agree that:
(i)
they have not been induced to
enter into this Contract by, nor
have they relied on, any
statement,
representation,
warranty or other assurance
not expressly incorporated;
and
(ii)
in
connection
with
this
Contract their only rights and
remedies in relation to any
statement,
representation,
warranty or other assurance
are for breach of this Contract
and that all other rights and
remedies are excluded.
Nothing in this clause 9.2 shall prevent
the Customer or BT from exercising
any rights and remedies that may be
available in respect of any breach of
the provisions of this Contract.
Transfer of Rights and Obligations
(c)
9.3
The Customer and BT may not transfer any of
their rights or obligations under this Contract
without the written consent of the other, except
that:
The terms of clauses 9.6(a) and 9.6(b)
will not affect the rights or remedies of
the Customer and BT for any
fraudulent misrepresentation.
Waiver
(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.
9.7
Rights of Third Parties
9.8
Severability
9.4
If any term of this Contract 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 this Contract had been made without the
invalid, illegal or unenforceable terms.
Survival
9.5
Clauses 4.13, 8.8 and 8.10 will survive the
termination or expiry of this Contract for two
years.
A failure or delay by the Customer or BT to
exercise any right or act upon a breach under
this Contract will not be a waiver of that right
or breach. If the Customer or BT waives a right
or breach of this Contract, that waiver is
limited to the particular right or breach.
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 this Contract. This does not affect
any right or remedy that exists or is available
apart from that Act.
Notices
9.9
Unless stated otherwise in the Service
Schedule, notices given under this Contract
must be in writing and delivered to the
following addresses:
(a)
to BT at the address shown on the bill
or any address which BT provides to
the Customer for this purpose; or
(b)
to the Customer at any of the
following: the address to which the
Entire Agreement
9.6
(a)
This Contract contains the entire
agreement between the Customer and
Doc Ref: BT1113
Page 15 of 17
Customer asks BT to send bills or the
address of the Site or the Customer’s
primary email address or where the
Customer is a limited company, its
registered office.
between BT and the Customer
comprising
the
following
documents
and,
unless
otherwise stated in the Service
Schedule,
in
order
of
precedence:
This clause does not apply to notices given
under clauses 1.1, 4.2 and 5.
9.10
the order/registration
form;
the Service Schedule;
the Conditions;
the Customer
Requirements Form (if
any); and
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
9.11
any
other
documents
expressly incorporated by any
of these documents or by
agreement
between
the
Customer and BT.
This Contract is governed by the law of
England and Wales and is subject to the nonexclusive jurisdiction of the English courts.
Data Protection
9.12
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
this Contract. 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.
Customer’s Instructions
9.13
BT may take instructions from a person whom
it thinks, with good reason, is acting with the
Customer’s permission.
10.
DEFINITIONS
10.1
In this Contract the following terms have the
meanings shown next to them:
BT
British Telecommunications plc
of 81 Newgate Street, London
EC1A 7AJ, registered in
England No. 1800000.
BT
Equipment
any equipment, including any
Software, owned or controlled
by BT and placed on the Site
to provide the Service.
Conditions
these Conditions for BT
Business
Communications
Service.
Contract
this agreement
for the
provision of the Service
Customer
the person with whom BT
contracts to provide the
Service.
Customer
Equipment
any equipment, including any
software, for use with the
Service that is not part of BT’s
network and which is owned or
controlled by the Customer.
Customer
Requireme
nts Form
The form that sets out the
requirements for the Service
agreed between the Customer
and BT.
Group
Company
a
subsidiary
or
holding
company including a holding
company, or a subsidiary of
any such holding company, all
as defined by Section 736 of
the Companies Act 1985 and
as
amended
by
the
Companies Act 1989.
Intellectual
Property
Rights
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.
Minimum
Period
the period stated in the Service
Schedule
or
the
order/registration
form,
measured from the Service
Doc Ref: BT1113
Page 16 of 17
Start Date.
Service
the service or part of the
service specified in the Service
Schedule.
Service
Level
the standard of Service set out
in the Service Schedule.
Service
Schedule
the
Schedule
to
these
Conditions that describes the
Service to be provided by BT.
Service
Start Date
unless otherwise stated in the
Service Schedule, the date on
which the Service is first made
available.
Site
the place(s) at which
provides the Service.
Software
any software and associated
written
and
electronic
documentation
and
data
provided by BT under this
Contract.
User
anyone who is permitted by
the Customer to use or access
the Service.
BT
Doc Ref: BT1113
Page 17 of 17

Contract for BT Business Communications Service (Telemarketing Services)

Transcription

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