Trial Agreement - Converged Engineer

7/28/2019 Trial Agreement - Converged Engineer

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BT Trial AgreementConverged Engineer Service

Issue 2 _ March 2010 Doc Ref: base BT1132 British Telecommunications plc Page 1 of 6

1. COMMENCEMENT

1.1 The Agreement begins on the date BT communicates its acceptance of the Customers order for theService and continues until BT has completed the Trial as set out in the Service Schedule.

2. PREPARATION

2.1 The Customer agrees to prepare the Site according to any instructions BT may give and to provideBT with reasonable access to the Site for the purposes of the Trial. Where required, the Customeragrees to provide, at its expense, a continuous mains electricity supply and connecting points.

2.2 The Customer and BT will meet each others reasonable safety and security requirements when onthe Site. The Customer and BT agree to look after each others equipment on the Site. If theCustomer or BT damages the others equipment it must pay for any repair or replacement needed.This does not apply where the damage results from normal use.

2.3 The Customer is responsible for making the Site good after any work undertaken by BT at the Site,including putting items back and for re-decorating.

2.4 Where the Trial can only be provided as an addition to a BT standard service, the Customer willensure that a valid contract is in place with BT for the provision of the BT standard service. BTsstandard terms and conditions will apply to the provision of the BT standard service, details of whichare set out in the Schedule. In the event of any conflict between BTs standard terms and conditionsand this Agreement, BTs standard terms and conditions will prevail.

3. DURING THE TRIAL

3.1 The Customer acknowledges that the Service is under development.

3.2 The Customer will comply with BTs reasonable instructions regarding health, security, safety or thequality of the Trial.

Operational changes

3.3 Occasionally, for operational reasons, BT may interrupt or suspend the Trial. If this happens BT willrestore the Trial as quickly as possible.

4. TRIAL DATA COLLECTION

4.1 The Customer agrees to:

(a) complete any questionnaires or other documents BT may send to the Customer concerning theTrial;

(b) participate in any interviews and discussion groups; and(c) provide BT with any information about the Trial as BT may reasonably require.

The Customer accepts that all the information arising from clauses 4.1(a), (b) and (c) is necessaryfor BT to evaluate the Trial.

4.2 The results of the Trial will not be made public and the Customer will have no right of access to anysuch results.

4.3 The Customer agrees that copyright in any information or designs arising from the Trial will belong toBT.


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BT Trial Agreement Converged Engineer

Issue 2_ March 2010 Doc Ref: base BT1132 British Telecommunications plc Page 2 of 6

5. AFTER THE TRIAL

5.1 BT gives no undertaking to make the Service commercially available after the Trial has ended. Anyproduct or service that BT may make available following the Trial will be subject to BTs standardterms and conditions.

6. CHARGES AND PAYMENT

6.1 In consideration of the Customer participating in the Trial, the Service will be provided by BT free ofcharge.

7. ENDING THE TRIAL

7.1 BT may end the Trial at any time without notice if:

(a) the Customer breaches the Agreement and, if the breach is capable of remedy, fails to putright the breach within a reasonable time of being asked by BT to do so. In this clausebreach includes non-payment of any valid invoice by the due date; or

(b) bankruptcy or insolvency proceedings are brought against the Customer or the Customerdoes not make any payment under a judgment of a Court on time or the Customer makes anarrangement with its creditors or a receiver, an administrative receiver or an administrator isappointed over any of the Customers assets or the Customer goes into liquidation or acorresponding event under Scottish Law.

8. LIMITATION OF LIABILITY8.1 Neither the Customer nor BT excludes or restricts its liability for death or personal injury caused by

its own negligence or the negligence of its employees or agents acting in the course of theiremployment or agency or for fraudulent misrepresentation or to any extent not permitted by law.

8.2 Neither the Customer nor BT shall be liable to the other in contract, tort (including negligence),

breach of statutory duty or otherwise for any direct loss of profit, revenue, time, anticipated savingsor profit or revenue, opportunity, data, use, business, wasted expenditure, or business interruptionwhich may arise in relation to the Agreement whether or not the Customer or BT was advised inadvance of the possibility of such loss or damage.

8.3 Neither the Customer nor BT shall be liable to the other in contract, tort (including negligence),breach of statutory duty or otherwise for any indirect or consequential loss of profit, revenue, time,anticipated savings or profit or revenue, opportunity, data, use, business, wasted expenditure, loss ofor damage to physical property, business interruption or for any other indirect or consequential lossor punitive damages which may arise in relation to the Agreement whether or not the Customer orBT was advised in advance of the possibility of such loss or damage.

8.4 Subject to clauses 8.1, 8.2 and 8.3 the Customer and BT accept liability to the other in contract, tort

(including negligence), breach of statutory duty or otherwise for direct loss limited to:

(a) 1,000,000 for loss of or damage to physical property in any period of 12 consecutivemonths; and

(b) for all other loss or damage, the greater of either

(i) 25,000; or(ii) 125% of the amounts paid by the Customer under the Agreement.

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


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9. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

9.1 Except as expressly set out in the Agreement, the Customer and BT do not acquire any rights orlicences to the others Intellectual Property Rights

10. GENERAL TERMS

Matters Beyond Reasonable Control

10.1 (a) If the Customer or BT is unable to perform, or is delayed in performing, any obligation underthe Agreement because of something beyond its reasonable control including act of God,lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrialdisputes 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 thatfailure or delay in performing.

(b) BT will not be liable for failure to or delay in conducting the Trial if:

(i) another supplier delays or refuses the supply of an electronic communicationsservice to BT and no alternative service is available at reasonable cost; or

(ii) legal or regulatory restrictions are imposed that prevent BT from conducting theTrial.

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

Transfer of Rights and Obligations

10.2 The Customer and BT may not transfer any of their rights or obligations under theAgreement withoutthe written consent of the other, except that:

(a) The Customer may transfer its rights or obligations or both to a Group Company with the

written consent of BT, such consent not to be unreasonably withheld or delayed; and

(b) BT may transfer its rights or obligations or both to a Group Company without consentprovided that it notifies the Customer that it has done so.

Severability

10.3 If any term of the Agreement is held invalid, illegal or unenforceable by any court of competentjurisdiction, it will be severed and the remaining terms will continue in full force as if the Agreementhad been made without the invalid, illegal or unenforceable terms.

Entire Agreement

10.4 The Agreement contains the entire agreement between the Customer and BT and replaces allprevious written or oral agreements relating to its content.

Waiver

10.5 A failure or delay by the Customer or BT to exercise any right or act upon a breach under theAgreement will not be a waiver of that right or breach. If the Customer or BT waives a right or breachof the Agreement, that waiver is limited to the particular right or breach.

Rights of Third Parties

10.6 A person who is not the Customer or BT (including an employee, the officer, agent, representative orsubcontractor of the Customer or BT) has no right under Contracts (Rights of Third Parties Act 1999)

to enforce any term of the Agreement. This does not affect any right or remedy that exists or isavailable apart from that Act.


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Notices

10.7 Notices given under the Agreement must be in writing and delivered to the following addressesunless otherwise stated in the Schedule:

(a) to BT at the address shown on the bill or any address which BT provides to the Customer forthis purpose; or

(b) to the Customer at any one or more of the following: the address to which the Customerasks BT to send bills or the address of the Site or the Customers primary email address or,if the Customer is a limited company, its registered office or its email address.

10.8 The Customer must inform BT immediately if there is any change to any of the contact informationthe Customer provided to BT.

Law and Jurisdiction

10.9 The Agreement is governed by the law of England and Wales and is subject to the non-exclusivejurisdiction of the English courts.

Data Protection

10.10 The Customer and BT will comply with their respective obligations under the Data Protection Act1998 and any data protection, privacy or similar laws that apply to any personal data processed inconnection with the Agreement. The Customer and BT will provide such help and co-operation as isreasonably necessary or requested by the other to enable compliance with this clause.

Customers Instructions

10.11 BT may take instructions from a person whom it thinks, with good reason, is acting with theCustomers permission.

11 DEFINITIONS

11.1 In this Agreement the following terms have the meanings shown next to them:

Agreement this agreement between BT and the Customer comprising the followingdocuments, in order of precedence

the Conditions; andthe Schedule.

Conditions these conditions for the BT Trial Agreement (Business)

Group Company a subsidiary or holding company including a holding company, or asubsidiary of any such holding company, all as defined by Part 38,Section 1159 of the Companies Act 2006

IntellectualProperty Rights

any patent, petty patent, registered design, copyright, design right,database right, rights in designs, invention, semiconductor topographyright, know-how, or any similar right exercisable in any part of the worldand including any applications for the registration of any patents ordesigns

Schedule the schedule to these Conditions setting out the Service being trialled

Site the place(s) which BT will visit as part of the Trial

Trial the trialling of the Service by the Customer as set out in the Schedule


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BT Trial AgreementConverged Engineer Service

Issue 2 _ March 2010 Doc Ref: base BT1132 British Telecommunications plc Page 5 of 6

Service Schedule to Terms and Conditions for Converged Engineer Service

1. SERVICE DESCRIPTION

Service Overview

1.1 The Service is a per incident service which provides an engineering visit to the Site for investigation,fault diagnosis and repair of faults reported on the Customers BT Business Broadband Service.

1.2 The Service may be ordered by telephone only.

1.3 The Service is only available in specific regions of the UK as determined by BT.

Service Description

1.4 Where the BT Broadband Helpdesk is unable to provide a diagnosis as to the cause of a faultreported on the Customers BT Business Broadband Service, BT will arrange for an engineering visit

to the Site for further investigation of the reported fault, with the aim of being able to diagnose andrepair the fault.

1.5 The engineer will remain on the Site until all testing has been completed or the fault has beencleared, subject to clause 3.5 below. In the event that the fault is not cleared by the end of theWorking Day, and further tests can be conducted, a return Site visit will be arranged. BT is unable tocommit to the same engineer undertaking the return visit.

1.6 If the fault is found to be as a result of incorrect set up, incorrect wireless settings, wiring or filterproblems the engineer will take the appropriate action to clear the fault, with the agreement of theCustomer where appropriate.

1.7 If the fault is found to be due to a fault with a BT provided Broadband router on the CustomersNetwork BT will repair or (at its option) replace the Broadband router free of charge.

1.8 If BT identifies the fault as being due to a hardware fault (other than on a BT provided Broadbandrouter) on the Customers Network, BT may be able to supply and fit replacement and/or additionalhardware as necessary. This will be by agreement with the Customer and additional charges will notapply.

1.9 If, once the fault is cleared, the engineer is able to identify additional activities that could beundertaken to improve performance of the BT Business Broadband Service, then the engineer willundertake those activities following agreement with the Customer.

Minimum Requirements

1.10 The Service is available to Customers who have a current contract for BT Business BroadbandService and who have reported a fault on the BT Business Broadband Service which has beeninvestigated by the BT Broadband Helpdesk.

2. COMMENCEMENT AND DURATION

2.1 The Trial will begin when BT accepts the Customers order and ends, subject to clause 3.5 below,once the fault is cleared.

3. SERVICE LEVELS

3.1 BT will respond to reported faults as soon as it reasonably can.

3.2 BTs normal hours of work are 09.00 and 17.00 Monday to Friday excluding bank and publicholidays.


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Issue 2_March2010 Doc Ref: base BT1132 British Telecommunications plc Page 6 of 6

3.3 Site visits are available between 09.00 and 17.00 Monday to Friday excluding bank and publicholidays. BT can normally provide an engineering visit within 2 Working Days of agreeing to theCustomers request.

3.4 BT will agree an appointment date and time with the Customer but all dates and times are estimates.

BT will use its reasonable endeavours to arrange for an engineer to attend the Site on the day and atthe time agreed with the Customer however, the Customer acknowledges and agrees that delaysmay occur or appointments may need to be re-scheduled due to operational or other matters.BTaccepts no liability for any failure to keep an appointment.

3.5 BT does not undertake that it will be able to repair all faults reported by the Customer, or that BT willbe able to advise on all service related issues.

4. RESPONSIBILITIES OF THE CUSTOMER AND BT

4.1 The Customer must give BT access to the Site at the time agreed between the parties for theappointment.

4.2 The Customer is responsible for regularly backing-up any stored data and for the storage of any

application software discs.

4.3 BT is not responsible for:

(a) any failures in the supported applications and operating systems; or(b) the failure of the Customer to follow BTs advice and/or recommendations.

5. COLLECTION OF DATA

5.1 BT may contact the Customer by phone or email to collect Trial data.

5.2 The Customer agrees to respond in good faith and without undue delay to all reasonable requests

from BT for Trial data.

7. RESALE

7.1 The Service and any associated software is provided solely for the Customers own use and theCustomer will not resell or attempt to resell the Service (or any part or facility of it) to anyone else.

8. DEFINITIONS

In this Schedule, the following terms have the meanings shown next to them:

BT BroadbandHelpdesk

The standard helpdesk facility provided by BT for customers to reportfaults on BT Business Broadband Service

BT Network BTs network on BTs side of the NTTP including but not limited to PSTNand Business Broadband services

CustomersNetwork

The Customers network on the customers side of the NTTP includingbut not limited to customer wiring, PC equipment, micro-filters andBroadband router

NTTP Network Termination Test Point

Working Day any day during which the Working Hours apply.

Working Hours 09.00 and 17.00 Monday to Friday excluding bank and public holidays

Documents

Trial Agreement - Converged Engineer