BT Select Services
Conditions
SS CONTRACT NUMBER SSXX
CONDITIONS
CONTENTS
1.
Definitions and Interpretation
2.
Effective Date
3.
Duration
4.
The Customer’s Obligations
5.
Provision, Cancellation and Delay
6.
Where BT acts as Customer’s Agent for Third Party Service
7.
Use of the Service
8.
Charges
9.
BT Equipment and BT Provided Equipment
10.
Connection of Equipment to the Service
11.
Intellectual Property
12.
Limitation of Liability
13.
Confidentiality
14.
Publicity
15.
Force Majeure: Matters Beyond the Reasonable Control of Either Party
16.
Dispute Resolution
17.
Termination of Service and the Contract
18.
Export Control
19.
Notices
20.
Assignment
21.
Governing Law and Jurisdiction
22.
Changes to this Contract
23.
Miscellaneous Provisions
Select Service Contract_Feb 2012_Issue 2
© British Telecommunications plc
Page 1 of 15
BT Select Services
Conditions
SS CONTRACT NUMBER SSXX
Clause 1
Definitions and Interpretation
In this Contract the following definitions apply:
Affiliate of a Party means an entity controlling, controlled by, or under common control with such Party.
BT means the relevant BT entity signing up to this Contract.
BT Equipment means equipment (including any Software) owned or licensed by BT and placed on the Customer’s premises
by BT for provision of the Service.
BT Price List means the document containing a list of Charges for the Service and which may contain definitions, notes, terms
and conditions forming part of this Contract.
The document can be seen at http://www.serviceview.bt.com/list/homepage.htm.
BT Provided Equipment means equipment sold to the Customer (including Software licensed to the Customer) by BT.
Business Day means Mondays through Fridays, inclusive, but does not include national, public, or bank holidays in the country
or locality where the relevant action is to be taken. If the day on or by which anything is to be performed is not a Business Day,
it must be done on or by the next Business Day.
Business Hours means the local working hours in a Business Day or as specified elsewhere in this Contract.
Charges means the fees payable for Services under this Contract.
Conditions means the conditions described in this Contract.
Confidential Information means all documentation, technical information, Software, business information or other materials of
a confidential nature and/or that are disclosed in confidence by either Party to the other during the term of this Contract.
Contract means the agreement between BT and the Customer for the provision of the Service. In the event of a conflict
between the terms of the Contract, the order of precedence shall be as follows: (i) Conditions, (ii) Service Schedule, (iii) Order
and Inventory.
Content means information made available, displayed or transmitted in connection with a Service (including, without limitation,
information made available by means of an HTML “hyperlink”, third party posting or similar means) including all trademarks,
service marks and domain names contained in such information, as well as the contents of any bulletin boards or chat forums,
and all upgrades, updates, modifications and other versions of any of the foregoing.
CPE means Customer Premises Equipment which is: any equipment (including Software embedded in or run on such
equipment), whether BT Owned Equipment, BT Provided Equipment, or equipment owned by the Customer, which is provided,
maintained or managed by BT as part of the Service and which is located at a Site, access to which can be granted by the
Customer to BT.
Customer means the relevant entity named in Section 2 of the Order. BT may accept instructions from a person whom BT
reasonably believes is acting with the Customer’s authority or knowledge.
Customer Contact Point means a single representative nominated by the Customer to liaise with BT on all matters in relation
to the Service.
Customer Equipment means equipment (including Software in or run on such equipment), other than BT Equipment, used by
the Customer in connection with the Service.
Inventory means the Site details and associated network service details relating to the underlying Standard Services.
IVR means interactive voice response.
Line means a telecommunications circuit of the type and configuration specified by the Customer and provided or managed by
BT under this Contract, forming part of the Customer Network and connecting a Site to the BT Network.
Minimum Period means the minimum duration for each Service or each component of the Service, as defined in Section 4 of
the Order or elsewhere in this Contract, calculated from the Operational Service Date, continuing thereafter in accordance with
Clause 3 of the Conditions.
Month means calendar month.
Operational Service Date means the date on which any Service or part of a Service is first made available to the Customer by
BT or the date when the Customer first starts to use such Service (or part of the Service), whichever date is earlier.
Order means the form signed by the Customer that specifies the information required for the Customer to order Service from
BT, including the Charges for the Service.
Party means either BT or the Customer; “Parties” means both BT and the Customer.
PSTN means the public switched telephone network forming part of the BT Network.
Renewal Period means the subsequent twelve month period(s) subsequent to the initial Minimum Period of Service which
shall occur unless the Service is terminated under Clause 17 of the Conditions.
Service means each service as described in the Service Schedule.
Service Management Boundary means the demarcation point up to which BT will manage the Service.
Site means the place at which BT agrees to provide a Service.
Software means any Software provided by BT to enable the Customer to access or use the Service.
Standard Service(s) means the services covered by the Inventory; Standard Services are provided subject to separate
standard conditions.
Third Party means any person other than the Customer.
User means anyone who is permitted by the Customer to use or access the Service purchased by the Customer.
Clause 2
Effective Date
Select Service Contract_Feb 2012_Issue 2
© British Telecommunications plc
Page 2 of 15
BT Select Services
Conditions
SS CONTRACT NUMBER SSXX
2.1
This Contract begins on the date that the Customer’s Order is accepted by BT.
Clause 3
3.1
Duration
Each Service or part of the Service shall have a Minimum Period of Service calculated from the Operational Service
Date as notified by BT. Unless otherwise expressly stated in this Contract, thereafter the Service shall continue in full
force and effect in subsequent twelve month periods (“Renewal Period”) unless or until terminated under Clause 17
of these Conditions.
Clause 4
The Customer’s Obligations
4.1
Where the Customer is responsible for any preparatory work, such as the provision of items required by BT in order
to fulfil its obligations, the Customer shall ensure that all such activities are completed and items are made available
in sufficient time to allow BT to complete its work in accordance with the agreed timetable.
4.2
The Customer will comply with BT’s reasonable requests which are necessary for reasons of health,
environment/sustainability, security, safety, or the quality and/or performance of any Service provided to the
Customer. The Customer will, upon reasonable notification from BT, allow BT, its employees, agents and
subcontractors access to the Customer’s premises or to the Site as may be reasonably necessary for the
performance by BT of its obligations under this Contract, including the installation of BT Equipment or BT Provided
Equipment and maintenance, recovery or removal of any BT Equipment. BT will use reasonable care in removal of
BT Equipment and leave the premises in their original condition. BT, its employees, agents and subcontractors, shall
observe the Customer’s reasonable site regulations as previously advised in writing to BT.
4.3
Where necessary, for the provision of Service(s), including but not limited to installation and maintenance Services
the Customer will allow BT to set up any specialist equipment at the Customer's Site which is required for
performance of BT's obligations under this Contract.
4.4
For the purposes of installing the Service, BT will normally only require access during its usual working hours but
may, on reasonable notice, require the Customer to provide access at other times. If the Customer asks BT to work
outside its usual working hours and payment for such work was not previously agreed between the Customer and BT
and not included in the agreed Charges, the Customer must pay BT’s additional Charges for doing so. For the
purposes of carrying out repair work, BT will require access during the hours of cover applicable to the level of CPE
maintenance provided under this Contract.
4.5
The Customer will provide a suitable and safe working environment for BT employees.
Clause 5
Provision, Cancellation and Delay
5.1
BT will provide the Service on the terms of this Contract from the Operational Service Date.
5.2
BT will try to provide each Service by the date agreed with the Customer but all dates are estimates and BT is not
liable for any failure to meet those dates (unless the contrary is expressly stated elsewhere in this Contract).
5.3
BT will provide the Service with the reasonable skill and care of a competent telecommunications service provider.
5.4
It is technically impracticable to provide a fault free Service and BT does not undertake to do so. BT will, however,
repair faults in accordance with the Service Schedule.
5.5
The Customer may cancel the Service or any part of it before the Operational Service Date, but will be responsible
for any costs that BT has reasonably incurred which will be applied in accordance with Clause 5.6 of the Service
Schedule.
5.6
BT reserves the right to apply reasonable additional Charges for any costs it incurs if delivery or installation of the
Service is delayed by the Customer or if performance of BT’s obligations is made more complex or costly as a result
of some act or omission on the part of the Customer, including but not limited to denying BT access to the Sites or
failing to fulfil its obligations under this Contract.
5.7
Where the Customer delays or defers Service provision which results in a change to the agreed Operational Service
Date to the Services or the Standard Services BT reserves the right to invoice the Customer immediately for work
carried out (including CPE ordered and/or delivered, and network Service connection and rental Charges and
maintenance and management Charges) that would have been due and proper had the delay or deferral not
occurred.
Clause 6
6.1
Clause 7
7.1
Where BT Acts as Customer’s Agent for Third Party Service
It may be necessary in certain jurisdictions, e.g. for regulatory or licensing, or tax reasons, for the Customer to obtain
the Service, or part of the Service, directly from a third party service provider pursuant to a separate agreement.
Where BT manages such agreement on behalf of the Customer, it will only do so as an agent of the Customer
whereby BT’s responsibility will be limited to performance of the specific obligations as set forth in this Contract and
BT will not assume any liability under such agreement.
Use of the Service
The Customer may use any Service for its own purposes, provided that the Customer:
(a) complies with the terms of any applicable legislation, or any licence applicable to the Customer in any country
where Service is provided;
(b) provides evidence of such to compliance in response to a request from BT;
(c) does not or permit any User to use the Service in any manner which is illegal;
(d) shall remain responsible for any access and use of the Service, all Charges incurred and compliance with all
terms and conditions by it and Users under this Contract;
(e) ensures that its list of users is kept current, and that the Customer terminates access immediately for anyone who
is no longer a User;
Select Service Contract_Feb 2012_Issue 2
© British Telecommunications plc
Page 3 of 15
BT Select Services
Conditions
SS CONTRACT NUMBER SSXX
(f) complies with any instructions given by BT in accordance with Clause 19 of these Conditions.
7.2
Except as may be otherwise specifically provided under this Contract, the obligations and responsibilities of BT under
this Contract are solely to the Customer and not to any third party, including any other User. The Customer will keep
harmless and will indemnify BT, its officers, Affiliates, employees, agents and sub-contractors against any liabilities or
costs arising from any and all claims by any third party including Users in connection with the use and/or misuse of
the Service as set out in this Clause 7.
7.3
BT may occasionally:
(a) suspend the Service in an event of emergency and/or to safeguard the integrity and security of its network and/or
repair or enhance the performance of its network;
(b) change the technical specification of the Service provided that any such change does not materially decrease or
impair performance of the Service.
(c) provide an alternative service.
Provided that:
(d) BT provides the Customer with as much notice as reasonably practicable before taking any of the actions
specified at (a)-(c) above;
(e) BT gives the Customer 30 days written notice should there be any change to the Charges arising from the actions
specified at (b)-(c) above; and,
(f) in the event that, having received a notice under (e) above, the Customer decides to terminate the receipt of the
Service, then it may do so in accordance with the provisions of Clause 17.1 and 17.2 save that the notice period
in respect of the termination shall be 30 days.
Clause 8
Charges
8.1
The Charges for the Service are set out in the Order and will be calculated in accordance with the detail on the
Order. Charging will begin on the Operational Service Date.
8.2
Charges for the Service will be calculated in accordance with the details recorded by or on behalf of BT.
8.3
Unless otherwise agreed:
(a) any one-off Charges will be invoiced in advance;
(b) any recurring Charges, will be invoiced quarterly in advance;
8.4
For the purpose of calculating a Charge payable for any period:
(a) each period will begin on the first day of the relevant Month; and
(b) for any period where Service is provided for less than one Month, the Recurring Charges will be pro rata on a
daily basis.
8.5
BT reserves the right to charge the Customer for:
(a) investigating Customer reported incidents where BT finds no incident or that the incident is outside the Service
Management Boundary;
(b) Service Delivery outside Business Hours; and/or
(c) restoring Service if the Service has been suspended.
8.6
BT reserves the right to review the Charges for the Service and to revise them on fourteen days’ notice to the
Customer at any time.
8.7
The Customer must pay all Charges for the Service within thirty (30) days of the date of BT’s invoice, without any setoff, counterclaim or deduction. Where applicable, BT may set-off any amounts it owes to the Customer against any
amounts owed by the Customer to BT under this Contract. BT may in its discretion, add interest Charges, from the
due date, to any past due amounts at a per annum rate of seven (7) percentage points above the base lending rate
of the European Central Bank, compounded daily. Unless stated elsewhere in this Contract BT will invoice Charges
in pound sterling and the Customer will pay all Charges in pound sterling. Charges are exclusive of applicable valueadded, sales, use, excise, customs duties or other taxes, fees or surcharges (including, but not limited to regulatory
fees or surcharges)(“Taxes”), relating to the sale, purchase, transfer of ownership, delivery, installation, license, use
or processing of BT Equipment and/or BT Provided Equipment or provision of the Service under this Contract. The
Customer will pay all such taxes including those paid or payable by BT and any related interest or penalties, for
goods or services supplied under this Contract, except to the extent a valid exemption certificate is provided by the
Customer to BT prior to the delivery of Service.
8.8
In the event that payment of any amount of the Charges becomes subject to withholding tax, levy or similar payment
obligation on sums due to BT under this Contract such withholding tax amounts shall be borne and paid for by the
Customer in addition to the sums due to BT. The Customer will provide BT without charge the appropriate
certificate(s) from the relevant authorities confirming the amount of the withholding taxes, levies or similar payments
borne and paid for by the Customer.
8.9
The Customer will promptly, but in no event later than fourteen (14) days from the date of invoice, notify BT in writing
of any disputed invoice, together with all information relevant to the dispute, including the account numbers, circuit
identification, and trouble ticket numbers, if any, and an explanation of the amount disputed and the reasons. The
Customer must pay all undisputed amounts in accordance with Clause 8.7 unless the disputed amount is less than
five (5)% of the total invoice amount in which case the total invoice amount shall be due and payable by the due date.
Disputes shall be resolved promptly and the resolved amount, if any, payable within fourteen (14) Business Days
after resolution. Interest will accrue from the due date on subsequent payments of amounts withheld or credits on
overpayments refunded.
Select Service Contract_Feb 2012_Issue 2
© British Telecommunications plc
Page 4 of 15
BT Select Services
Conditions
SS CONTRACT NUMBER SSXX
8.10
Without prejudice to any other provision of this Contract BT reserves the right to treat failure to pay by the Customer
as a material breach of this Contract. If the Customer commits a material breach of this Contract, BT’s rights are set
out in Clause 17. Additionally, BT reserves the right to:
(a) restrict, suspend or terminate provision of the relevant Services and BT shall be released from its obligations
under this Contract with respect to such Service until any balance due is paid or until such other material breach
is remedied; and/or
(b) as an exception to Clause 17, terminate this Contract without liability to or right to compensation for the Customer
and without prejudice to BT’s rights to be paid sums due; and/or
(c) recover any BT Equipment; where such recovery takes place, the Customer shall pay to BT such recovery
charges as notified by BT.
If BT has suspended the Service pursuant to point (a) above, BT may request a re-initiation fee in order to
resume the Service to the Customer.
8.11
Unless otherwise agreed in writing, lack of Customer references on the invoice shall not constitute a valid reason for
the Customer to withhold payment due under the invoice. The Customer shall make payment in accordance with the
details shown on the invoice and where the Customer makes an aggregated payment in respect of more than one
invoice, the Customer shall submit a remittance slip to show amounts paid in relation to individual invoices.
8.12
Unless otherwise expressly specified by BT, Charges for use by the Customer of PSTN, ISDN, Hosted IPT or GVE
call minutes or Global System Mobile communications in order to gain access to the Service are not included in the
Charges for the Service. If the access network used by the Customer is one provided by BT, BT will levy the
applicable Charges in accordance with the BT Price List, under the relevant contract. However, if a call to the
Service is generated from another licensed operator’s network, the call will be subject to the terms, conditions and
tariffs of that other licensed operator and the Customer must pay all applicable Charges directly to the relevant
telecommunications service provider.
8.13
In the event that the Customer is unable to take delivery of the BT Provided Equipment upon the agreed delivery
date, BT reserves the right to deliver the BT Provided Equipment to a BT Location and the Customer shall
immediately be liable to pay to BT the portion of the charges for the BT Provided Equipment (or the portion of it so
delivered) as though delivery had been made.
8.14
At the end of the Minimum Period of Service BT reserves the right to review the Charges and apply the prevailing
rates for the Services applicable at that time.
8.15
Termination Charges will apply as set out in the Service Schedule.
Clause 9
9.1
BT Equipment and BT Provided Equipment
If BT Equipment or BT Provided Equipment is to be installed at a Site then, before the installation date, the Customer
will at its own expense:
(a) obtain all necessary consents, including consents for any necessary alterations to buildings;
(b) provide a suitable and safe working environment, including all necessary trunking, conduits and cable trays, in
accordance with the relevant installation standards;
(c) provide any electricity and telecommunication connection points required by BT; and
(d) provide any openings in buildings required to connect the Equipment to appropriate telecommunications facilities;
and
(e) provide internal cabling between the BT Equipment and any Customer Equipment, as appropriate.
9.2
The Customer is responsible for the BT Equipment and must not move, add to, modify or in any way interfere with
the BT Equipment, nor allow anyone else (other than someone authorised by BT) to do so. The Customer will be
liable to BT for any loss of or damage to the BT Equipment, except where the loss or damage is due to fair wear and
tear or is caused by BT or anyone acting on BT’s behalf.
Clause 10
Connection Of Equipment To The Service
10.1
The Customer is responsible for the provision, installation, configuration, monitoring and maintenance of any
Customer Equipment connected to the Service. The Customer shall ensure that any Customer Equipment connected
to or used with the Service is connected and used in accordance with any instructions, safety and security
procedures applicable to the use of that Customer Equipment.
10.2
The Customer shall ensure that any equipment it attaches (directly or indirectly) to the Service is technically
compatible with the Service and approved for that purpose under any applicable law or regulation. It must also
conform to any applicable interface specifications and routing protocols specified by BT from time to time. BT does
not make any commitment with respect to the interoperability between the Service and any Customer Equipment. In
the case of BT Provided Equipment sold to the Customer for its use with the Service, the Customer may rely upon
BT’s representations as to such compatibility and compliance, as of the date of provision.
Clause 11
Intellectual Property
11.1
All intellectual property rights either pre-existing or created by either Party during or arising from the performance of
this Contract shall remain the absolute property of that Party or its licensors.
11.2
Without prejudice to any open source Software licence terms, which terms shall apply independent of this licence
grant, BT will grant the Customer [or secure the grant to the Customer on 3rd party terms] a non-transferable and
non-exclusive licence to use in object code form, all Software and associated documentation supplied by BT under
this Contract (“Software”), solely as necessary for receipt of the Service and solely in accordance with this Contract
Select Service Contract_Feb 2012_Issue 2
© British Telecommunications plc
Page 5 of 15
BT Select Services
Conditions
SS CONTRACT NUMBER SSXX
and the applicable documentation. The term of any licence granted by BT pursuant to this Clause 11.2 in respect of
BT Equipment is co-terminus with the term of the Service with which the Software is associated. If the Customer is
supplied with Software licensed by third parties who require the Customer to accept their terms of use, the Customer
must comply with those terms.
11.3
Without prejudice to any open source Software licence terms, which terms shall apply independent of this licence
grant except as permitted by applicable law or as expressly permitted in this Contract, the Customer undertakes not
to copy, decompile or modify any such Software or knowingly allow or permit anyone else to do so.
11.4
Excluding any open source Software, BT will indemnify the Customer against all claims and proceedings arising from
infringement of any third party’s intellectual property rights by BT’s provision of the Service.
11.5
The indemnity set out in Clause 11.4 shall not apply to claims or proceedings arising from:
(a) use of the Service or any Software in conjunction or combination with other equipment or Software or any other
service not supplied by BT;
(b) any unauthorised alteration or modification of the Service or any Software;
(c) Content, designs or specifications supplied by or on behalf of the Customer; or
(d) use of the Service or any Software other than in accordance with this Contract.
The Customer will indemnify and hold BT harmless against all such claims, proceedings and expenses arising from
the matters set out in this Clause 11.5 (a), (b) (c) and (d) above and will immediately upon notification of any such
claim by BT cease any activity which gives rise to the claim.
11.6
If the Service becomes, or BT believes it is likely to become, the subject of a claim of infringement of any intellectual
property rights as referred to in Clause 11.4, BT, at its option and expense, may (a) secure for the Customer a right
of continued use or (b) modify or replace the Service so that it is no longer infringing provided that modification or
replacement must not materially affect the performance of the Service.
11.7
The indemnity in Clause 11.4 sets out the Customer’s exclusive remedy for claims of infringement of intellectual
property rights.
11.8
The limitations and exclusions of liability contained in Clause 12 of these Conditions, do not apply to Clauses 11.4,
11.5 and 11.6.
Clause 12
Limitation Of Liability
12.1
Neither Party excludes or restricts in any way its liability for death or personal injury resulting from its own negligence
or the negligence of its employees or agents acting in the course of their employment or agency or for fraudulent
misrepresentation.
12.2
Subject to Clause 12.1, neither Party shall be liable to the other or to any third party, (whether in contract, tort, under
statute or otherwise (including in each case negligence)) for any of the following types of loss or damage arising
under or in relation to this Contract:
(a) any loss of profits, business contracts, anticipated savings, goodwill, or revenue; and/or
(b) any loss or corruption or destruction of data; and/or any special, indirect or consequential loss or damage
whatsoever; and/or
(c) any loss arising from the transmission of viruses whether or not that Party was advised in advance of the
possibility of such loss or damage.
12.3
If a Party is in breach of any obligations under this Contract (or any part of it) to the other Party or if any other liability
is arising (including liability for negligence or breach of statutory duty) then, subject to Clauses 12.1 and 12.2 and any
limitation of liability set out in the Service Schedule, such Party’s liability to the other Party shall be limited to £ one
million (1,000,000) for any one event or series of connected events and to £ two million (2,000,000) for all events
(connected or unconnected) in any period of twelve (12) consecutive Months.
12.4
BT shall implement reasonable precautions to prevent any unauthorised access by third parties to any part of the
telecommunications network used to provide Service to the Customer, but BT shall not be liable for any loss or
damage sustained by the Customer in the event of any unauthorised access in spite of BT’s reasonable precautions.
Clause 13
Confidentiality
13.1
BT and the Customer shall keep in confidence all Confidential Information obtained under this Contract and shall not
divulge the same to any person (other than their own or their Affiliate’s employees and professional advisors who
need to know the information) without the consent of the other Party save that: BT shall be permitted to disclose the
Customer’s Confidential Information strictly to the extent required by a subcontractor to provide the Service and
provided that BT has in place obligations of confidentiality with the subcontractor that are similar to the obligations
imposed on BT in this Clause 13.
13.2
This Clause 13. shall not apply to information which is:
(a) in the public domain other than in breach of this Contract;
(b) in the possession of the receiving Party before such divulgence has taken place;
(c) obtained from a third party who is free to divulge the same; or
(d) legally required to be disclosed.
13.3
The receiving Party must, for a period of three (3) years following the termination of this Contract keep such
Confidential Information in confidence and use the Confidential Information only for the purposes of performing this
Contract.
13.4
At the request of the disclosing party, the receiving Party shall return or destroy any Confidential Information on
termination of this Contract.
Select Service Contract_Feb 2012_Issue 2
© British Telecommunications plc
Page 6 of 15
BT Select Services
Conditions
SS CONTRACT NUMBER SSXX
13.5
The Parties acknowledge that a violation of this Clause 13 may cause irreparable harm to the disclosing Party, for
which monetary damages would be inadequate and injunctive relief may be available for a breach of this Clause.
Clause 14
Publicity
14.1
Upon signature of this Contract, the Parties are entitled to announce publicly the fact that they have entered into this
Contract for the provision of the Services. Any other publicity, announcements and /or press releases about or in
relation to the Contract will require the prior written consent of the other Party which shall not be unreasonably
withheld or delayed.
14.2
Subject to the provisions of Clause 14.1, neither Party may publish or use any advertising, sales promotions, press
releases or other publicity which uses the trademark, service mark, trade name, logo or other indicia of origin of the
other Party or its Affiliates in connection with this Contract or any Service provided under this Contract, without the
prior written approval of the other Party which shall not unreasonably be withheld.
Clause 15
Force Majeure: Matters Beyond The Reasonable Control Of Either Party
15.1
Neither Party shall be liable for failure or delay in performance of its obligations caused by or resulting from force
majeure which shall include, but not be limited to events which are unpredictable, unforeseeable or irresistible such
as any extremely severe weather, flood, landslide, earthquake, storm, lightning, fire, subsidence, epidemic, acts of
terrorism, outbreak of military hostilities (whether or not war is declared), riot, explosions, strikes or other labour
unrest, civil disturbance, sabotage, expropriation by governmental authorities, delays in granting way-leaves and any
other act or any event that is outside the reasonable control of the concerned Party (“Force Majeure Event”).
15.2
BT will have no liability to the Customer for failure to supply the Service if:
(a) a third person refuses or delays to supply a service to BT and there is no alternative available at reasonable cost;
or
(b) BT is prevented by legal or regulatory restrictions from supplying the Service.
Clause 16
Dispute Resolution
16.1
The Parties shall endeavour to resolve any dispute amicably. Any dispute shall be dealt with in accordance with this
Clause 16.
16.2
Informal Dispute Resolution
16.2.1 Level I: The Parties agree to aim to work out a settlement within thirty (30) days following the day of written
notification of a dispute. If an agreement cannot be reached by the end of the thirty (30) day period, the Parties
shall immediately sign a document containing information which is designed to assist resolution of the dispute (and
which may be amended from time to time by either Party) regarding what has been agreed and what remains in
dispute between them on the date at which the negotiations failed, but either Party can initiate Level II proceedings
by notification to the other Party whether or not such document was signed.
16.2.2 Level II: No later than two (2) weeks after Level II proceedings have been initiated representatives of both Parties
shall meet in person. In the event the Parties do not meet or if during two weeks after such meeting and latest four
weeks after Level II proceedings have been initiated, an agreement has not been reached the Parties will attempt to
settle the dispute by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation
Procedure (“the Model Procedure”). To initiate mediation a Party must give notice in writing (“ADR notice”) in
accordance with Clause 19 to the other Party requesting mediation in accordance with this Clause 16.2.1 and a
copy of this request must be sent to CEDR. If there is any point on the conduct of the mediation (including as to the
nomination of the mediator) upon which the Parties cannot agree within fourteen (14) days from the date of the ADR
notice, CEDR will, at the request of either Party, decide that point for the Parties, having consulted with them. The
mediation will start not later than twenty eight (28) days after the date of the ADR notice.
16.3
Formal Dispute Resolution
16.3.1 At any time, without reference to the Level II proceedings in Clause 16.2.2 above, any dispute may be referred by
either Party to any competent regulatory/government authority and/or to a court of competent jurisdiction.
Clause 17
Termination Of Services and the Contract
17.1
BT may terminate this Contract or a Service provided under it at any time by giving 90 days written notice to the
Customer. The Customer may terminate this Contract or a Service provided under it by giving 90 days’ written notice
to BT during the last 90 days of the Minimum Period or Renewal Period. Termination of the Contract or a Service
provided under it will occur on expiry of the 90 day notice period. If the Customer does not terminate this Contract or
a Service during the 90 day period before the end of the Minimum Period or Renewal Period then the Contract and
any Services provided under it will renew for a further Renewal Period.
17.2
If the Customer terminates this Contract or the Service contrary to the provisions of Clause 17.1 above, the Customer
will pay BT the applicable termination Charges (if any) in accordance with Clauses 5.7 and 5.8 of the Service
Schedule. Termination of any individual Service will not affect the Parties’ rights and obligations with regard to any
other Service.
17.3
Either party may immediately by notice terminate a Service and/or this Contract and the provision of all Services
under it if one of the following events occurs:
(a) the other Party commits a material breach and no corrective action has taken place within thirty (30) days after
the terminating Party has given its notice of default;
(b) an event as set forth in Clause 15 prevents the performance of the whole or a substantial part of the other Party's
obligations in relation to that Service for a continuous period of thirty (30) days after the date on which it should
have been performed;
Select Service Contract_Feb 2012_Issue 2
© British Telecommunications plc
Page 7 of 15
BT Select Services
Conditions
SS CONTRACT NUMBER SSXX
(c) any governmental or regulatory authority with competence and/or jurisdiction over the Parties decides that the
provision of the relevant Service under this Contract is contrary to existing laws, rules or regulations or any
decision, law or other official governmental order makes the provision of the Services illegal. In such case no
damages shall be due;
(d) any of the authorisations or regulatory formalities required was or is not obtained, withdrawn or is no longer valid,
for whatever reason; (other than due to the negligence or wilful misconduct of a Party), or due to a Party
breaching the terms of said authorisations or regulatory formalities shall be considered a material breach of this
Contract and the Party causing such breach shall not be entitled to terminate this Contract pursuant to this clause
17;
(e) if the other Party is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or
composition with or assignment for the benefit of its creditors, or if any of its assets are the subject of any form of
seizure, or goes into liquidation, either voluntary (otherwise than for reconstruction or amalgamation) or
compulsory or if a receiver or administrator is appointed over its assets (or the equivalent of any such event in the
jurisdiction of such other Party).
(f) the circumstances described in Clause 8.10 arise.
17.4
Upon termination of this Contract (or any Service provided under it):
(a) the rights of the Parties accrued up to the date of such termination shall remain unaffected; and
(b) the Customer shall co-operate fully with BT to recover any BT Equipment.
17.5
BT may suspend Service(s) or terminate this Contract immediately on notice to the Customer where the Customer is
in breach of this Contract or any other contract that the Customer has with BT and if the breach is capable of remedy,
fails to remedy the breach within a reasonable time of being requested by BT to do so.
17.6
Where a Service is suspended because the Customer is in breach of this Contract, the Customer must pay the
Charges for that Service until this Contract is terminated.
Clause 18
18.1
Clause 19
19.1
Export Control
The Parties acknowledge that products, Software, and technical information (including, but not limited to, Service,
technical assistance and training) provided under this Contract may be subject to export laws and regulations of the
USA and other countries, and any use or transfer of the products, Software, and technical information must be in
compliance with all applicable regulations. The Parties will not use, distribute, transfer, or transmit the products,
Software, or technical information (even if incorporated into other products) except in compliance with all applicable
export regulations. If requested by either Party, the other Party also agrees to sign written assurances and other
export-related documents as may be required to comply with all applicable export regulations.
Notices
Except for notices given in accordance with Clause 7.3 all notices given under this Contract shall be in writing, in the
English language, unless the Parties agree otherwise, and shall be sent by prepaid post or facsimile to the following
addresses:
(a) To BT at the Address shown in Section 8 of the Order (or to any other address and addressee which BT has
given to the Customer for that purpose), or to a facsimile number as advised by BT to the Customer. BT shall
confirm receipt of facsimiles as soon as reasonably possible;
(b) To the Customer at the Registered Address shown in Section 2 of the Order (or to any other address and
addressee which the Customer has given to BT for that purpose), or to a facsimile number as advised by the
Customer to BT. The Customer shall confirm receipt of facsimiles as soon as reasonably possible.
19.2
Notices given under this Contract are deemed to be given by the sender and received by the addressee:
(a) if sent by prepaid post, three (3) Business Days from and including the date of postage; or
(b) if sent by facsimile, when transmitted to the addressee; but if transmission is on a day which is not a Business
Day or after 4pm in the addressee’s time zone, it is deemed to be duly given and received on the next Business
Day.
Clause 20
Assignment
20.1
Either Party reserves the right to assign all or part of the Contract at any time to any Affiliate which can sufficiently
execute the obligations under the Contract, subject to providing the other Party with a prior written notice of such
assignment. Any assignment to a person other than an Affiliate requires the prior written agreement of the other
Party, which shall not be unreasonably withheld.
20.2
This Contract will be binding on, and inure to the benefit of, the Parties and their successors and permitted assigns.
20.3
BT may subcontract the performance of any of its obligations under this Contract, but without relieving BT from any of
its obligations to the Customer. The Customer agrees and understands that it may need to interact directly with a
subcontractor for ordering, provisioning or maintaining the subcontracted Service.
Clause 21
21.1
Clause 22
Terms
22.1
Governing Law And Jurisdiction
This Contract and any claims or Disputes arising out of, relating to or in connection with it, as well as the arbitration
procedure, shall be governed by and construed in accordance with the laws of England.
Changes To This Contract
The terms in this Contract will not be amended, modified or supplemented except by a document in writing signed by
authorised representatives of both parties.
Select Service Contract_Feb 2012_Issue 2
© British Telecommunications plc
Page 8 of 15
BT Select Services
Conditions
SS CONTRACT NUMBER SSXX
22.2
Where this Contract includes the provision of Service in a country where BT is obliged by law or by its agreement
with a public telecommunications operator to trade with all its customers for the Service on the same or particular
terms, BT may at any time amend this Contract on twenty eight days’ notice to the Customer.
22.3
Changes or additions to the Service will be made in accordance with Clause 2 of the Service Schedule.
Clause 23
Miscellaneous Provisions
23.1
Entire Agreement: This Contract supersedes all prior oral or written understandings and/or representations between
the Parties (unless specifically incorporated into this Contract), constitutes the entire agreement with respect to its
subject matter and shall not be modified or amended except in writing and signed by authorised representatives of
both Parties. For the avoidance of doubt, an Order may vary or add information relevant to the administrative
aspects of order fulfilment, such as contact names, addresses, and the like, but may not add, delete or vary material
contract terms.
23.2
Inducement: The Parties acknowledge and agree that they have not been induced to enter into this Contract by any
representation, warranty or other assurance not expressly incorporated into this Contract.
23.3
No Waiver: Except as otherwise specifically provided in this Contract, no failure to exercise, or delay in exercising,
any right, power or privilege set forth in this Contract will operate as a waiver of any right, power or privilege.
23.4
Severance: If any provision of the Contract is held to be invalid or unenforceable, it will be severed from the
Contract, the remaining provisions will remain in full force and effect and the Parties will promptly negotiate a
replacement.
23.5
Survival of Obligations: The Parties’ rights and obligations, which, by their nature would continue beyond the
termination, cancellation or expiration of this Contract, shall survive termination, cancellation or expiration of this
Contract.
23.6
Rights of Third Parties: Other than any Affiliate of BT (who shall each have the right to enforce the terms of this
Contract), a person who is not a Party to this Contract has no right under the Contracts (Rights of Third Parties) Act
1999 to enforce any term of this Contract, but this does not affect any right or remedy of a third party which exists or
is available apart from that Act.
(a) Data Protection: Each Party will strictly comply with the applicable laws and regulations regarding
telecommunications services and data privacy. To the extent that BT or BT’s sub-contractor, as the case may be,
processes personal data, as defined in Directive 95/46/EC of the European Parliament and Council or other
applicable legislation, on behalf of the Customer, BT shall ensure that it:
(b) only processes the Personal Data in accordance with the applicable legislation; and
(c) takes appropriate technical and organisational measures against unauthorised or unlawful processing of Personal
Data and against accidental loss or destruction of, or damage to, the Personal Data.
23.7
Legal and Regulatory Compliance: The Parties will comply with any supplementary conditions to this Contract that
are required by the laws and regulations of any country where Service is provided. Such supplementary conditions
shall be incorporated into this Contract, as appropriate.
23.7.1
UK Regulatory Compliance: Where Regulated Service is provided as a Standard Service, the terms and conditions
and prices for Regulated Service are published on BT’s website at www.bt.com and may be amended by BT from
time to time. For the avoidance of doubt, the terms and conditions and prices published on BT’s website for
Regulated Service, and any amendments thereto, shall govern the provision of Regulated Service to the exclusion of
all other terms and conditions and prices in the Contract
23.7.2
If BT is required in order to comply with law or regulation to modify the Service or amend the terms and conditions or
prices, BT reserves the right to do so and notify the Customer as soon as possible of any such modification and any
terms and conditions (including Charges) associated with such modification, except in the case of Regulated Service
where any such changes will be published as set out in Clause 23.7.1. If a legal or regulatory intervention or ruling of
any sort prevents the accomplishment of the purpose of this Contract, the Customer and BT shall immediately
commence good faith negotiations to explore whether a similar economic effect can be obtained consistent with the
applicable legal or regulatory requirements.
23.7.3
The delay or failure by BT to perform any of its obligations under this Contract which is caused by or materially
contributed to by a restriction of a legal or regulatory nature which affects, wholly or partly, the provision of the
Service(s), shall not constitute a breach of this Contract.
23.8
Sale of Goods: The Parties agree that the UN Convention on the Sale of Goods shall not apply to this Contract.
23.9
Capacity: Each Party warrants that it has the necessary rights, licences and permissions to enter into and perform its
obligations under the terms of this Contract.
Select Service Contract_Feb 2012_Issue 2
© British Telecommunications plc
Page 9 of 15
BT Select Services
Schedule
SS CONTRACT NUMBER SSXX
SERVICE SCHEDULE
CONTENTS
1.
Service Overview
2.
Changes to the Service
3.
Service Portal
4.
General Customer Responsibilities
5.
Charges and Payment Terms
6.
BT Select Services Service Description
Select Service Contract_Feb 2012_Issue 2
© British Telecommunications plc
Page 10 of 15
BT Select Services
Schedule
SS CONTRACT NUMBER SSXX
1.
Service Overview
1.1
The Service is a range of value added services which may be selected and combined in different combinations at the
Sites detailed in the Order. The Services are offered as an overlay to the Standard Services covered by the
Inventory. All Standard Services detailed on the Inventory are subject to their own terms and conditions and will
continue to be invoiced in accordance with those terms.
1.2
All Standard Services are offered on standard delivery lead times or as agreed with the BT Project Manager. BT may
require a survey(s) to be carried out and where such survey reveals that additional work is required to enable
provision of Service, or additional work is identified during provision of the Service, then BT reserves the right to raise
additional Charges and any associated one-off charges incurred and to review the Charges for the Service detailed in
the Order, regardless of whether the Customer decides not to proceed with Service at that Site even though Service
is available.
1.3
The Customer agrees that BT may review the Charges for the Service if the information provided by the Customer
changes or if the Customer provides incomplete or incorrect information.
1.4
BT will not provide any service level agreements in relation to the Service.
1.5
Unless specified elsewhere in the Contract the Service will not cover non BT Provided Equipment or services
provided by the Customer or a third party. If any Service provided under this Contract includes advice or work
relating to equipment or services owned or operated by or on behalf of the Customer or to the Customer technical
design, BT does not guarantee that, following provision of the Service under this Contract, the equipment or the
Customer network will not be subject to any unlawful access, fraud or other misuse and BT will have no liability to the
Customer in respect of such unlawful misuse.
2.
Changes to the Service
2.1
At the request of the Customer, BT may make changes or additions to the Service in accordance with the terms of
this Clause 2.
2.1.1. All changes or additions shall be subject to the mutual agreement of BT and the Customer;
2.1.2. The Customer must confirm the request in writing in accordance with Clause 2.2 below, signed by an
authorised representative of the Customer;
2.1.3. BT will amend its record on the Inventory to reflect the agreed change.
2.2
Change Control Process
2.2.1. Where the Customer requires BT to make any change or addition to the Service BT will produce a Contract
Amendment Form (CAF) detailing the changes and applicable Charges. BT will send the CAF to the Customer.
A signed CAF must be returned to BT within the timescales stipulated by BT otherwise it may be rejected.
2.2.2. Once BT receives a signed CAF, BT will send out an acceptance letter. Changes will not be valid until BT
confirms acceptance by letter.
3
Service Portal
3.1
BT may at its discretion provide the Customer with access to an online service portal (Service Portal) to enable the
Customer to carry out a range of functions related to the Service.
3.2
Features may be introduced by BT from time to time, but availability of all features will be at BT’s sole discretion.
3.3
BT reserves the right to withdraw access to the Service Portal or replace it with an equivalent service on providing
reasonable notice to the Customer.
3.4
The Customer and the Customer Contact Point may use the Service Portal, subject to following the online
registration process and accepting all additional conditions which are part of such process.
3.5
Where the Customer has registered to use the Service Portal in accordance with Clause 3.4 above, the Customer is
responsible for Charges in relation to Orders placed, Orders cancelled, or changes requested by the Customer
Contact Point.
3.6
Where the Customer requests a change or addition to Service via the Service Portal then such changes will not be
valid until BT confirms acceptance by letter.
3.7
The Customer is responsible for the security and proper use of all user identifications and passwords for use with the
Service Portal. The Customer must immediately inform BT of any changes to the information the Customer supplied
when registering to use the Service Portal, including any changes to the Customer Contact Point. The Customer is
responsible for immediately terminating access for Users who are no longer authorised to use the Service Portal. BT
will not be responsible for accepting any Orders from unauthorised Users where the Customer has not so terminated
access.
4
General Customer Responsibilities
4.1
As soon as reasonably practicable following signature of this Contract, the Customer will, if it has not already done
so, provide BT with all information reasonably required by BT in order to be able to proceed with the provision of the
Service. The Customer will on request make available to BT free of charge reasonable office accommodation,
facilities and office support and any other items notified to the Customer which BT Project Managers/Directors may
require to perform the Service, from time to time. The terms of this Clause only apply where BT Project
Managers/Directors are appointed to manage the implementation of the Service.
4.2
The Customer will specify in Section 2 of the Order the details of the Customer Contact Point. The Customer will
ensure that any changes to the Customer Contact Point are notified immediately to BT in writing. The Customer
Contact Point will be the liaison point between BT and the Customer for all issues regarding this Contract. Unless
otherwise agreed, the Customer Contact Point will be responsible for the reporting of all faults in the Service to BT
Select Service Contract_Feb 2012_Issue 2
© British Telecommunications plc
Page 11 of 15
BT Select Services
Schedule
SS CONTRACT NUMBER SSXX
and for all subsequent fault management communications between BT and the Customer. The Customer grants BT
authorisation to undertake all necessary data verification exercises, including but not limited to the review of
information contained on any BT system and to transfer information such as corporate account records between
different lines of business in BT in order to provide the Service. BT shall be authorised to take over incident
management control of such Lines as BT deems appropriate in the course of the management activities which form
part of the Service.
4.3
Provision of the Service is dependent on the Standard Services contracts listed in the Inventory remaining in place
for the duration of the Service.
4.4
Provision of the Service is dependent on the Customer providing BT with a complete and up to date Inventory of
existing Standard Services. If new Standard Services are being supplied by BT the Customer must provide all
information reasonably required to enable BT to compile a complete an up to date Inventory of the applicable
Standard Services.
5
Charges and Payment Terms
5.1
The Charges for the Service will comprise some or all of the following components, depending on the options
selected on the Order.
Service
One off Charges
Recurring
Charge
Project
Management
Yes
No
Payable in
advance
Single Point of
Contact
No
Yes
Payable
quarterly in
advance
Technical
Advisory
Services
Yes
No
Payable in
advance
Customer
Service
Management
No
Yes
Payable
quarterly in
advance.
Charging will
commence on
OSD
Contract
Manager
No
Yes
Payable
quarterly in
advance.
Charging will
commence on
OSD
Notes
5.1
The Charges for the Service are set out in the Order.
5.2
BT will provide an agreed number of days of Project Management Service as specified on the Order for the purposes
of the installation and delivery of the Standard Services. Additional days will be required depending on the options
selected by the Customer and the levels of integration or complexity identified by BT. Any other requirement for
professional advisory services will be provided in accordance with the relevant provisions relating to the Technical
Advisory Services.
5.3
Unless otherwise specified on the Order, charges for Project Management and Technical Advisory Services will be
calculated at the daily rate applicable at the time the work is carried out and payable in advance. Any additional
amounts claimed by BT in respect of expenses incurred will be invoiced on completion of the work, or as otherwise
specified by BT under this Contract.
5.4
In the event that Project Management and/or Technical Advisory Services are included within tariff in a Standard
Service then this will be reflected in the Project Management and/or Technical Advisory Service Charges detailed on
the Order.
5.5
Unless otherwise specified on the Order, Recurring Charges for the volume of Sites specified on the Order will
commence on the Operational Service Date and will be invoiced quarterly in advance.
5.6
In the event that the Customer increases or decreases the number of Standard Service Sites covered by the
Inventory then revised Charges may apply and these will be detailed in a CAF in accordance with the terms of
Clause 2 above.
5.7
If, prior to the Operational Service Date, the Customer cancels Service at a Site (other than for the default of BT), or if
BT terminates Service at a Site for breach, BT may raise Charges in respect of work performed, money spent and
commitments entered into to meet the Customer’s requirements up to and including the time of such termination and
for any expenses incurred. BT also reserves the right to review the Charges for Service to the remaining Sites, from
the Operational Service Date for each Site under this Contract.
If, subsequent to the Operational Service Date the Customer terminates Service or any particular type of
Service at a Site under Clause 17 of the Conditions (other than for default by BT) or if BT terminates Service at a
5.8
Select Service Contract_Feb 2012_Issue 2
© British Telecommunications plc
Page 12 of 15
BT Select Services
Schedule
SS CONTRACT NUMBER SSXX
Site for breach, then the provisions in Clause 5.9 below will apply. BT reserves the right to review the Charges for
Service to the remaining Sites.
5.9
The Customer will pay as follows:
(a) Any outstanding one-off Charges; and
(b) Where Service is terminated within the first twelve months of the initial Minimum Period, an amount equal to the
Charges due to the end of the first twelve months of the Minimum Period; and
(c) Termination Charges equal to thirty-five percent of the total outstanding rental Charges payable for the remainder
of the Minimum Period or Renewal Period.
6
BT Select Services Service Description
Service Options
6.1
The Service options are as follows:
(a) Project Management
(b) Single Point of Contact (SPOC) Incident & Order Management Desk
(c) Technical Advisory Services
(d) Customer Service Management
6.2
Project Management
6.2.1 The following options are available. Charges will be advised to the Customer and will be chargeable at the
applicable daily rate and payable in advance. All work will be carried out during a Business Day; any work
carried out outside a Business Day will incur additional charges.
6.2.2 All orders for Standard Services will be made in accordance with the terms and conditions of the Standard
Services directly in the Customer’s name and BT will manage the order on behalf of the Customer.
6.2.3 In the event that a Project Management service option is selected the project manager will act as the primary
point of contact with the Customer in relation to the implementation of the Standard Services.
6.3
Project Management Components
6.3.1 Desk Based Project Manager (DBPM)
6.3.1.1 This option comprises a named office-based Project Manager who will co-ordinate implementation of the
Standard Services. This Service does not include face to face customer meetings.
6.3.1.2 The DBPM will prepare a project roll out plan which will set out the activities to be carried out by the project
manager and which will detail the Customers responsibilities. The DBPM will keep the Customer informed of
progress with regular project plan updates.
6.3.2 Project Manager
6.3.2.1 This option comprises a named Project Manager who will co-ordinate implementation of the Standard
Services. The Project Manager will be available to meet the Customer to agree the implementation plan and
conduct project review meetings.
6.3.2.2 The Project Manager will prepare a project roll out plan which will set out the activities to be carried out by the
Project Manager and which will detail the Customers responsibilities. The Project Manager will keep the
Customer informed of progress with regular project plan updates.
6.3.3 Project Director
6.3.3.1 This option comprises a named Project Director who will co-ordinate implementation of the Standard
Services. The Project Director will be available to meet the Customer to agree the implementation plan and
conduct project review meetings.
6.3.3.2 The Project Director will prepare a project roll out plan which will set out the activities to be carried out by the
Project Director and which will detail the Customers responsibilities. The Project Director will keep the
Customer informed of progress with regular project plan updates.
6.4
Single Point of Contact
6.4.1 The following options are available. Charges will be advised to the Customer and are payable quarterly in
advance.
6.4.2 BT will provide the Customer with a single point of contact helpdesk for reporting faults and order management
activities relating to the Standard Services.
6.4.3 BT will provide an IVR in relation to certain Standard Services detailed on the Order. The Customer may report
faults and request order management services via a telephone number notified to the Customer by BT. The
IVR will route the telephone call to the relevant Standard Service helpdesk.
6.5
SPOC Service Components
6.5.1 Incident Management Desk
6.5.1.1 The Incident Management Desk (IMD) will be the single point of contact for incidents arising from the
Standard Services in the Inventory. The Customer Contact Point will contact the IMD via the telephone number
notified to the Customer by BT. The Customer agrees that, prior to reporting a fault to BT, it will carry out an
initial diagnosis to ensure that only faults in the Standard Services are reported to BT.
6.5.1.2 The IMD will aim to answer all telephone calls in less than thirty seconds and aims to be available twenty-four
hours per day, seven days per week including all national, public and bank holidays.
Select Service Contract_Feb 2012_Issue 2
© British Telecommunications plc
Page 13 of 15
BT Select Services
Schedule
SS CONTRACT NUMBER SSXX
6.5.1.3 The IMD will pass the incident to the appropriate BT Customer Service Centre responsible for the Standard
Service affected. Where appropriate the IMD will escalate problems relating to faults that prove difficult to
resolve or are unlikely to be resolved within target timescales set out in the terms and conditions for the
Standard Services.
6.5.1.4 BT will keep the Customer informed throughout the resolution of a problem at an appropriate level agreed
with the Customer relevant to the Customers selected care level set out in the terms and conditions for the
Standard Services.
6.5.1.5 The fault repair will be provided in accordance with the fault repair options set out in the terms and conditions
for the Standard Services.
6.5.1.6 When the fault has been cleared the BT Customer Service Centre will contact the Customer Contact Point to
notify that the Service has been restored. The Customer will confirm within twenty minutes of a request to do so
whether or not the fault has been cleared. If the Customer does not contact BT within the stated period then the
fault will be deemed to have been cleared.
6.5.2 Order Management Desk
6.5.3 The Order Management Desk (OMD) covers the provision of new Standard Service Sites, changes to existing
Sites and termination of existing Sites. Sites requiring new technology or a migration to a new technology will
not be implemented through the OMD. If a Project Management service option is selected the project manager
will interface directly with the OMD.
6.5.3.1 Additional orders or small adhoc moves or changes to the Customer’s Inventory will be undertaken by the
OMD. Major contract amendments to the Standard Services requiring a new technology or migration to a new
technology will be undertaken by a project manager.
6.5.3.2 The Customer Contact Point will contact the OMD via the SPOC telephone number and email address
notified to the Customer by BT for any enquiries relating to order management. If the Customer elects to place
an order direct for Standard Services with the relevant BT Customer Service Centre without using the OMD
then the Customer must provide the OMD with full details of the order.
6.5.3.3 The OMD will aim to answer all telephone calls in less than thirty seconds and aims to be available between
the hours of 9am and 5pm on a Business Day.
6.5.3.4 The OMD will pass the order to the appropriate BT Customer Service Centre responsible for the Standard
Service. Where appropriate the OMD will escalate problems relating to an order that proves difficult to resolve
or are unlikely to be resolved within target timescales set out in the terms and conditions for the Standard
Services.
6.5.3.5 BT will keep the Customer informed of Order progression and target delivery dates where applicable.
6.5.3.6 The Customer must keep BT informed of any changes to be made to the Inventory, irrespective of whether
the changes are effected via the OMD. The Customer agrees that BT will not be able manage incidents in
relation to those Standard Services which are not set out in the Inventory.
6.6
6.5.3.7 All orders for Standard Services will be made in accordance with the terms and conditions of the Standard
Services directly in the Customer’s name and BT will manage the order on behalf of the Customer.
Technical Advisory Services
6.6.1 BT will provide Technical Advisory Services (TAS) between 9am and 5pm on a Business Day. Work carried out
outside of these times will incur additional Charges. Charges will be advised to the Customer and will be
chargeable at the applicable daily rate and payable in advance.
6.6.2 BT will appoint a consultant to be the Customer’s principle point of contact for all enquiries relating to the
technical advisory service. From discussions with the Customer the consultant will assess the Customer
requirements and on completion of the work, BT will provide the Customer with a written report.
6.6.3 BT will not be responsible for providing a full technical design advice covering an end to end Customer solution
across the Standard Services. BT may provide consultancy advice on the individual Standard Services and/or
on the integration of the Standard Services.
6.7
Customer Service Management
6.7.1 BT will provide Customer Service Management Services between 9am and 5pm on a Business Day. Work
carried out outside of these times will incur additional Charges. Charges will be quoted for in advance
dependent on the Customer’s requirements and will be payable quarterly in advance.
6.8
The Customer may select one or more of the following options:
(a) Customer Service Manager;
6.9
(b) Contract Manager
Customer Service Manager
6.9.1BT will provide the Customer with a dedicated Customer Service Manager (CSM) that will become the
Customer’s primary contact for all Service issues relating to the Service. The CSM will continually monitor
service performance and track the progress of any implemented service improvements.
6.9.1.1 The following options are available:
(a) Management of all service issues associated with the Standard Services;
(b) Service review meetings on a quarterly basis;
(c) Quality of service reports on a quarterly basis;
(d) Preparation of contact and escalation plans;
Select Service Contract_Feb 2012_Issue 2
© British Telecommunications plc
Page 14 of 15
BT Select Services
Schedule
SS CONTRACT NUMBER SSXX
(e) Maintenance of service management documentation;
(f) Management of service improvement planning;
(g) Preparation of incident management reports following any service level related failures.
6.9.1.2 The CSM will only provide support relating to the Standard Services set out in the Inventory, and will not be
responsible for any service issue that is not related to the Standard Services.
6.9.2 Contract Manager
6.9.2.1 BT will provide the Customer with a named Contract Manager (CM) who will become the Customer’s primary
contact for all commercial issues relating to the Service.
6.9.2.2 The following options are available:
(a) Monitoring the overall committed spend and contracted discounts on the Standard Services;
(b) Monitoring delivery of the Standard Services. The CM will not resolve general in life service issues but will work
with a designated CSM or service delivery team on major identified issues if necessary on a per occasion basis;
(c) Attendance at quarterly service review meetings with the CSM;
(d) Attendance at regular account review meetings with the Customer and the BT account team;
(e) A point of contact for invoice issues which will be limited to initial enquiry to resolve. In the event of a complex
query the CM will refer the query to the respective Standard Service billing function on behalf of the Customer;
(f) An enhanced billing service which shall provide a consolidated summary of all invoices relating to the Standard
Services on a monthly or quarterly basis.
Select Service Contract_Feb 2012_Issue 2
© British Telecommunications plc
Page 15 of 15