Conditions for BT Openzone Service

Service Schedule

Charges Schedule

1 Interpretation

In this Contract:

"BT" means British Telecommunications plc of 81 Newgate Street, London EC1A 7AJ, registered in England No. 1800000.

"BT Group Company" means a BT subsidiary or holding company including without limitation a holding company of BT, or a subsidiary of any such holding company, all as defined by Section 736 of the Companies Act 1985, as amended by the Companies Act 1989.

"Contract" means, in order of precedence, these Conditions, the Service Schedule, the Charges Schedule, the Order Form and the Customer Requirement Form.

"Customer" means the person named on the Order Form. BT may accept instructions from another person who BT reasonably believes is acting with the Customer's authority or knowledge.

"Minimum Period" means the first 12 months of the Service beginning on the Operational Service Date or any other minimum period specified on the Order Form.

"Operation Service Date" means the date when the Service is first made available to the Customer or the date when the Customer first starts to use the Service, whichever is the earlier.

"Service" means the service described in paragraph 2 of the Service Schedule to this Contract.

"Site" means each physical location of the radio access points offering the Service.

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2 Commencement of this contract

This Contract begins on the date that the Order Form is signed by both parties.

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3 Provision of the service

3.1 BT will provide the Service to the Customer on the terms of this Contract.

3.2 BT will use reasonable endeavours to provide the Service by the date agreed with the Customer, but all dates are estimates and BT has no liability for any failure to meet any date.

3.3 BT will provide the Service with the reasonable skill and care of a competent telecommunications service provider.

3.4 BT will use reasonable efforts to provide uninterrupted Service but from time to time faults may occur, which BT will repair as soon as reasonably practicable.

3.5 Occasionally BT may:

  • for operational reasons, change the codes or the numbers used by BT for the provision of the Service or the technical specification of the Service, provided that any change to the technical specification does not materially affect the performance of the Service;
  • give the Customer instructions which it believes are necessary for reasons of health, safety, security or the quality of any telecommunications service provided by BT to the Customer or any other customer; or
  • temporarily suspend the Service because of an emergency or for operational maintenance or improvements. Service will be restored as soon as reasonably practicable.

Before doing any of these things BT will give the Customer as much notice as possible.

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4 Duration

Upon expiry of the Minimum Period the Service will continue to be provided to the Customer on the terms of this Contract unless terminated in accordance with the Conditions.

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5 Connection of equipment to the service

5.1 The customer must ensure that any equipment:

  • connected to or used with the Service must be connected and used in accordance with any applicable instructions, safety and security procedures; and
  • attached (directly or indirectly) to the Service is compliant with any relevant legislation.

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6 Access to sites

BT does not authorise or guarantee access to any of the Sites for the Customer to use the Service or guarantee that Service will continue to be available from a specific Site.

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7 Use of the Service

7.1 It is the Customer's responsibility to obtain and keep in force any licence necessary for the Customer to use the Service in any country in which it is provided.

7.2 The Service must not be used in any way that:

  • does not comply with the terms of any legislation or any licence applicable to the Customer or that is in any way unlawful;
  • does not comply with any instructions given under paragraphs 3.5(b) and 5.1 or any other public telecommunications operator or other competent authority, in any country where the Service is provided.

7.3 The Customer must 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 paragraphs 7.1 or 7.2.

7.4 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 and have due regard to the Customer's representations.

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8 Intellectual property rights

8.1 Where software is provided to enable the Customer to use the Service, BT grants the Customer a nonexclusive, non-transferable licence to use the software for that purpose.

8.2 The Customer will not, without BT's prior written consent, copy, decompile or modify the software, nor copy the manuals or documentation (except as permitted by law).

8.3 The Customer will sign any agreement reasonably required by the owner of the copyright in the software to protect the owner's interest in that software.

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9 Intellectual property right indemnities

9.1 BT will indemnify the Customer against any claims and proceedings arising from infringement of any intellectual property rights through BT's provision of the Service to the Customer. As a condition of this indemnity the Customer must:

  • notify BT promptly in writing of any allegation of infringement;
  • make no admission relating to the infringement;
  • 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
  • allow BT to modify the Service, or any item provided as part of the Service, so as to avoid the infringement, provided that the modification does not materially affect the performance of the Service.

9.2 The indemnity in paragraph 9.1 does not apply to infringements caused by the use of the Service in conjunction with other equipment, software or services not supplied by BT or to infringements caused by designs or specifications made by, or on behalf of, the Customer. The Customer will indemnify BT against all claims, proceedings and expenses arising from such infringements.

9.3 The limitations and exclusions of liability contained in paragraph 12 do not apply to this paragraph.

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10 Confidentiality

10.1 The parties will keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under this Contract and will not, without the written consent of the other party, disclose that information to any person (other than their employees or professional advisers, or in the case of BT the employees of a BT Group Company or their suppliers, who need to know the information).

10.2 This paragraph 10 will not apply to:

  • any information which has been published other than through a breach of this Contract;
  • information lawfully in the possession of the recipient before the disclosure under this Contract took place;
  • information obtained from a third party who is free to disclose it; and
  • information which a party is requested to disclose and, if it did not, could be required by to do so by law.

10.3 This paragraph 10 will remain in effect for 2 years after the termination of this Contract.

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11 Charges and Deposits

11.1 The charges for the Service will be calculated in accordance with the Charges Schedule. Charging will begin on the Operational Service Date. Charges for use of the Service will be calculated in accordance with the details recorded by, or on behalf of BT.

11.2 BT may revise the charges on 28 days notice to the Customer or such other period stated in the Charges Schedule.

11.3 The Customer will pay the charges within 14 days of the date of BT's invoice. BT may charge daily interest on late payments at a rate equal to 4% per annum above the base lending rate of HSBC Bank plc.

11.4 All charges will be invoiced and paid in pounds sterling unless otherwise stated in the Charges Schedule. Value Added Tax or any other applicable in country sales, use tax or like charge in a country where the Service is provided, which is payable by the Customer will be added to BT's invoices as appropriate.

11.5 BT may, at any time, require the Customer to pay a deposit or provide a guarantee as security for payment of future bills.

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12 Limitation of liability

12.1 BT accepts unlimited liability for death or personal injury resulting from its negligence. Paragraphs 12.2 and 12.3 do not apply to such liability.

12.2 BT is not liable to the Customer, either in contract, tort (including negligence) or otherwise for any direct or indirect loss of profits, business or anticipated savings, nor for any indirect loss or damage or for any destruction of data.

12.3 BT's liability to the Customer in contract, tort (including negligence) or otherwise in relation to this Contract is limited to £250,000 for any one incident or series of related incidents and to £500,000 for all incidents in any period of 12 months.

12.4 Each provision of this Contract, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts will continue to apply.

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13 Matters beyond the reasonable control of either party

13.1 If the Customer or BT is unable to perform or is delayed in performing any obligation under the Contract because of something beyond its reasonable control including act of God, lightening, flood, exceptionally severe weather, epidemic, pandemic, 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 the failure of delay in performing.

13.2 In the event of:

  • a refusal or delay by a third party to supply a telecommunications service to BT and where there is no alternative service available at reasonable cost; or
  • the imposition of restrictions of a legal or regulatory nature which prevent BT from supplying the Service

then BT will have no liability to the Customer for failure to supply the Service.

13.3 If any of the events detailed in paragraphs 13.1 or 13.2 continue for more than 3 months either party may serve notice on the other terminating this Contract.

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14 Escalation and dispute resolution

14.1 If a dispute arises between the parties to this Contract, the parties will use their reasonable endeavours to settle the dispute in accordance with the following procedures:

  • a dispute which has not been settled by the Customer's representative and the BT representative within 7 days of the matter being raised, may be escalated by either party to the first level by written notice to the other party;
  • if the dispute is not resolved at the first level within 7 days of escalation either party may refer the dispute to the second level.

The parties' representatives and the people to whom a dispute must be escalated at the first and second levels are as notified by either party to the other, from time to time.

14.2 If a dispute is not resolved after the procedures set out in paragraph 14.1 have been followed then, if the parties agree, the dispute will be referred to a mediator:

  • the mediator will be appointed by agreement of the parties. In the event of a failure to agree within 3 days of a proposal by one party, the mediator will be appointed by the Centre for Dispute Resolution (CEDR);
  • within 14 days of the appointment of the mediator the parties will meet with the mediator in order to agree the procedure to be adopted for the negotiations;
  • all negotiations connected with the dispute will be conducted in confidence and without prejudice to the rights of the parties in any further proceedings;
  • if the parties reach agreement on the resolution of the dispute the agreement will be put in writing and once signed by the parties will be binding on them;
  • if the parties are not prepared to agree to the dispute being referred to a mediator, or fail to reach agreement within 2 months of the mediator being appointed then either party may exercise any remedy that it has under this Contract.

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15 Termination of this contract by notice

15.1 Either party may terminate this Contract or the Service provided under it on 3 months' notice to the other.

15.2 If the Customer terminates this Contract or the Service either before the Operational Service Date or during the Minimum Period, other than because BT has increased the charges or has materially changed the Conditions of this Contract to the Customer's detriment, the Customer must pay BT the termination charges specified in the Charges Schedule.

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16 Breaches of this Contract

16.1 Either party may termintate this Contract

  • immediately on notice if the other party commits a material breach of this Contract, which is capable of remedy, and fails to remedy the breach within a reasonable time of a written notice to do so; or
  • immediately on notice if the other party commits a material breach of this Contract which cannot be remedied; or
  • on reasonable notice if the other party is repeatedly in breach of this Contract and fails to remedy the breach within a reasonable time of a written notice to do so; or
  • immediately on notice 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 their creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over their assets, or if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs to the other party.

16.2 If BT is entitled to terminate this Contract under paragraph 16.1, BT may, on giving prior notice where practicable, suspend the Service without prejudice to such rights. Where the Service is suspended under this paragraph the Customer must pay the charges for the Service until this Contract is terminated.

16.3 If this Contract is terminated by BT during the Minimum Period because of an event specified in paragraph 16.1 the Customer must pay BT, without prejudice to any other rights BT may have, the termination charges specified in the Charges Schedule.

16.4 If either party delays in acting upon a breach of this Contract that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Contract that waiver is limited to that particular breach.

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17 Changes to this contract

17.1

  • Except in the circumstances described in paragraphs 3.5(a), 11.2 and 17.2, if either party wishes to vary this Contract it must notify the other party in writing, detailing the proposed change and the reason for it.
  • The parties will discuss the proposed change.
  • Within a reasonable time of receipt of a proposed change, or the date of the discussions under paragraph 17.1(b), the receiving party will notify the other party in writing whether the proposed change is feasible and the likely financial, contractual, technical and other effects of the proposed change.
  • Within a reasonable time of notification of the effects of a proposed change the receiving party will advise the other party whether it wishes this Contract to be amended to incorporate the change.
  • Where the parties agree a change to this Contract it will be recorded in writing and will form part of this Contract when signed by both parties.

17.2 Where this Contract is entered into 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 then paragraph 17.1 will not apply and BT may amend this Contract on 28 days notice to the Customer.

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18 Export control

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 consents. If, through no fault of BT, any necessary consents are not granted, then BT can terminate this Contract or the provision of the Service under it (as appropriate) without any liability to the Customer.

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19 Transfer of rights and obligations

Neither party may transfer any of its rights or obligations under this Contract, without the written consent of the other, except that BT may transfer its rights or obligations (or both) to a BT Group Company without consent.

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20 Entire agreement

20.1 This Contract contains the whole agreement between the parties and supersedes all previous written or oral agreements relating to its subject matter.

20.2 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 it; and
  • in connection with this Contract their only rights and remedies in relation to any representation, warranty or other assurance are for breach of this Contract and that all other rights and remedies are excluded.

20.3 The provisions of paragraphs 20.1 and 20.2 shall not affect the parties rights or remedies in relation to any fraud or fraudulent misrepresentation.

20.4 A person who is not 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.

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21 Notices

Notices given under this Contract must, except for notices given under paragraph 3.5 be in writing and may be delivered by hand or by courier, or sent by first class post, fax. or e-mail to the following addresses:

  • to BT at the address of the BT office shown on the Order Form or any alternative address which BT notifies to the Customer;
  • to the Customer at the address to which the Customer asks BT to send invoices, the address of the Site or, if the Customer is a limited company, its registered office.

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22 Severability

If any provision of this Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of its provisions will continue in full force and effect as if this Contract had been executed with the invalid, illegal or unenforceable provision omitted.

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23 Law and Jurisdiction

This Contract is governed by the law of England and Wales and both parties submit to the exclusive jurisdiction of the English courts.

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Service Schedule

1 Definitions

In addition to the definitions included in the Conditions, the following definitions will apply to the Contract in respect of BT Openzone:

"Acceptable Use Policy" means BT's policy for the use of the Service, a copy of which will be provided on request.

"BT Network" means BT's communications network used to provide the Service from the Site to the Internet or, if applicable, the Customer Network.

"BT Openzone Web Page" means www.bt.com/openzone or such other URL as BT may from time to time advise.

"Customer Network " means the Customer's communications network including its LAN and any intranet services.

"Helpdesk" means BT's contact point for fault reporting and service support.

"Internet" means the global data network comprising interconnected networks using the TCP/IP protocol suite.

"IP" means Internet Protocol.

"LAN" means local area network.

"URL" means a uniform resource locator.

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2 Service Description

2.1 BT Openzone is a wireless data service using radio frequency to access a Site. Fixed line connections from the Site connect the Customer to the BT Network and subsequently on to the Internet or, if applicable, the Customer Network.

2.2 The Service includes connection to the BT Network and if required the Internet but does not include a connection from the BT Network to any Customer Network or any services once the Customer is connected to the Internet.

2.3 When a Customer is located within the radio frequency coverage area of a Site it may connect to the Service using its computing equipment and login name and password.

2.4 The Service is dependent on the suitability of the Customer's computing equipment and, if applicable, the Customer Network. The Customer's computing equipment or the Customer not provided as part of this Service.

2.5 Due to the nature of the Service the Customer acknowledges and accepts that BT does not guarantee the security of the Service against unlawful access or use. The Customer should also ensure adequate internal security policies are implemented to stop unlawful access to or use of the Service.

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3 Delivery of the service

3.1 Provisioning

  • BT will provide the Customer with login names and passwords to use the Service.
  • BT provides a list of Sites offering availability of the Service published at the BT Openzone Web Page.

3.2 Fault Reporting.

  • BT will provide a Helpdesk for the reporting of faults in the Service. The hours of availability of the Helpdesk will be as published at the BT Openzone Web Page. Upon initial fault diagnosis by BT, those faults that in BT's opinion are not attributable to the Service will be referred back to the person who reported the fault.
  • BT will take all reasonable steps to ensure that the Service meets an acceptable service standard but no specific guarantees of service standards are offered in respect of the Service. In particular BT offers no guarantee or warranty for the performance of the Internet or the Customer Network.

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4 Customer Responsibilities

4.1 The Customer is responsible at its own expense for having suitable computing equipment such as laptop or pocket personal computers with wireless LAN and associated software and configurations for use with the Service.

4.2 The Customer is responsible for the security and proper use of all login names and passwords used in connection with the Service (including changing passwords on a regular basis) and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised people.

4.3 The Customer must immediately inform BT if there is any reason to believe that a login name or password has or is likely to become known to someone not authorised to use it or is being or is likely to be used in a manner not authorised by BT.

4.4 The Customer must not change or attempt to change a login name. If a Customer forgets or loses a password or login name the Customer must contact BT and satisfy such security checks as BT may operate.

4.5 BT reserves the right to suspend login names and password access to the Service if at any time BT considers that there is or is likely to be a breach of security.

4.6 BT reserves the right (at its sole discretion) to require the Customer to change any or all of the passwords used by the Customer in connection with the Service.

4.7 The Customer must immediately inform BT of any changes to the information the Customer supplied when registering for the Service.

4.8 The Service does not prevent the Customer implementing additional security eg. firewalls on the Customer's equipment or networks.

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5 Use of the service

5.1 The Service must not be used:

  • to send, receive, upload, download, use or re-use any information or material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, privacy or any other rights;
  • to cause annoyance, inconvenience or needless anxiety;
  • to send or provide or receive unsolicited advertising or promotional material;
  • other than in accordance with the Acceptable Use Policy, the acceptable use policies of any connected networks and the Internet standards; or

5.2 If the Customer or anyone else, with or without the Customer's knowledge or approval, uses the Service:

  • in contravention of paragraph 5.1 of this Service Schedule; or
  • in any way which, in BT's opinion, is, or is likely to be, detrimental to the provision of the Service to the Customer or any other customer and fails to take corrective action within a reasonable period of receiving notice from BT,

BT may treat this as a material breach of the Contract that cannot be remedied for the purposes of paragraph 16 of the Conditions.

5.3 The Customer acknowledges that BT has no control over the information transmitted via the Service and that BT does not examine the use to which customers put the Service or the nature of the information they are sending or receiving. BT excludes all liability of any kind in relation to such information and use.

5.4 Subject to paragraph 12 of the Conditions, BT is not liable to the Customer either in contract, tort (including negligence) or otherwise for the acts or omissions of other providers of telecommunications or Internet services (including internet registration authorities) or for faults in or failures of their equipment.

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Charges Schedule

1. Definitions

"Roaming" means minutes use of the Service where access is provided via an alternative wireless data service and where BT has an agreement with the alternative wireless data service provider for such access. Charges for Roaming will be charged separately at the prevailing rates.

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2. Charges for the service

The charges for the Service will be as specified on www.btopenzone.com and are based on the total number of minutes used during a month. The charges are invoiced in arrears (including Roaming)

If the Customer terminates the Contract or the Service under paragraph 15 of the Conditions, or if BT terminates for the Customer's breach under paragraph 16, before the end of the Minimum Period, the Customer agrees to pay £5.

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