Conditions for BT Openzone in-a-Box (Service Provision only - Pronto model)

1 Interpretation

"BT" means British Telecommunications plc of 81 Newgate Street, London EC1A 7AJ, registered in England No. 1800000 and, for the purposes of performance of its obligations under this Contract, includes any agents or sub-contractors appointed by BT from time to time.

"Broadband Service" means a minimum of 512 Kbps broadband Internet connection.

"BT Group Company" means a BT subsidiary or holding company, or a subsidiary of that holding company, all as defined by Section 736 of the Companies Act 1985, as amended by the Companies Act 1989.

"Conditions for BT Openzone Service" means the conditions for the use of the Wifi Service which shall be accepted by a User prior to using or attempting to use the WiFi Service and shall be displayed on each Site.

"Contract" means, in the order of precedence, these Conditions, the Schedule for Payment and the Registration Form Form.

"Customer" means a person or entity with whom BT makes this Contract as set out in the Registration Form.

"Equipment" means the Wifi Service compatible equipment (including any software and documentation) supplied by a third party to the Customer and installed by the Customer at a Site in order for BT to provide the Wifi Service.

"Helpdesk" means BT's customer service helpdesk as notified to the Customer and Users from time to time.

"Minimum Period" means the first twelve (12) months starting from the Wifi Service Commencement Date.

"Registration Form" means the registration process completed by the Customer on line at https://www.btopenzone.com/signup/oziab_registration.jsp for the provision of the Wifi Service.

"Rights" means the rights granted to BT by the Customer to enable BT to:

enter a Site to undertake any reasonable market research, assessment or review of the Wifi Service;
test, if necessary, the Wifi Service from the Customer premises or a Site; and
include the Customer's Site address in any on line and paper publications detailing sites where the Wifi Service is made available to Users.

"Wifi Service Commencement Date" means the date when the Registration Form is completed by the Customer.

"Site" or "Sites" means the property owned, leased or occupied by the Customer where the Customer has installed the Equipment.

"Wifi Service" means BT's public wireless LAN service known as BT Openzone which BT provides to Users.

"Users" means a person who uses or attempts to use the Wifi Service from a Site.

2 Commencement and Duration of the Contract

The Contract begins on the date the Customer completes the online Registration Form. The Contract is for the Minimum Period and will continue thereafter until terminated by either party in writing to the other.

3 Provision of WIFI Service

3.1 Prior to the provision of the Wifi Service the Customer must install the Equipment at the Site and complete the Registration Form.

3.2 To enable the use of the Wifi Service, the Customer must provide, without limitation, the following facilities:

a Broadband Service;
cabling and power supplies;
a standard Ethernet port; and
operation and maintenance of the Equipment.

3.3 On completion of the Registration Form, BT will make available the Wifi Service to the Site to enable Users to access the Wifi Service. The Customer will provide all reasonable assistance to BT to enable the Wifi Service to operate using the Equipment and the Customer's facilities.

3.4 BT will use reasonable endeavours to provide the Wifi Service at the Site by the date agreed, but all dates are estimates.

3.5 The Customer accepts that the Wifi Service is not fault free. The Customer will report any faults by telephone or email to the Help Desk. BT will have no liability if the Wifi Service is unavailable for any reason but will correct faults as soon as it reasonably can. Faults on the Equipment, any hardware and Broadband Service are the responsibility of the Customer's supplier(s).

3.6 BT may temporarily suspend the Wifi Service because of an emergency or for operational reasons, maintenance or improvements. The Wifi Service will be restored as soon as possible.

3.7 BT will allow Users to access the Wifi Service subject to the Conditions for BT Openzone Service.

3.8 BT may, at its discretion, disconnect the Wifi Service at any time on giving notice where the Broadband Service is unable to deliver the Wifi Service or performs below the specified speed.

3.9 BT may, at its discretion, disconnect the WiFi Service at any time on giving notice where the WiFi Service has not been used in a period of at least six calendar months.

4 Contract Review

4.1 The Customer agrees to BT's reasonable requests to:

complete all questionnaires or other documents BT may send to the Customer concerning the Wifi Service;
participate in such interviews and discussion groups as BT may arrange from time to time; and
provide BT with such information about the use of Wifi Service by Users as BT may reasonably require. The Customer acknowledges that such information is necessary to enable BT to promote and evaluate the development of the Wifi Service.

The Customer acknowledges that such information is necessary to enable BT to promote and evaluate the development of the Wifi Service.

5 Customer's Responsibilities

5.1 The Customer grants BT the Rights for the duration of this Contract.

5.2 The Customer will display in a prominent place at the Site(s) such reasonable advertising, marketing and other material as BT may provide in relation to the Wifi Service including without limitation the Conditions for BT Openzone Service.

5.3 The Customer will:

not do anything likely to damage or adversely affect BT's brand or reputation, obliterate or deface any words or signs for the Wifi Service, or authorise any other person to do so;
be responsible at its own cost for installation of the Equipment and the Customer's facilities as detailed in paragraph 3.1; and
pay all electricity charges in respect of the use of electrical power for the purpose of operating the Equipment.

5.4 The Customer shall not sell, export or otherwise transfer the Equipment outside of the United Kingdom.

5.5 The Customer is responsible for obtaining the consent of its broadband supplier before connecting the Equipment to enable the use of Wifi Service.

5.6 The Customer will indemnify BT against all claims, costs, proceedings and damages arising under this Contract or which may be brought or threatened against BT by any third party resulting from any act or omission of the Customer in relation to this Contract, except to the extent that such claims, proceedings or damages are caused or contributed to by the negligence of BT its employees, agents or sub-contractors.

6 Vouchers

6.1 The Customer will be eligible to receive a discount on the purchase of pre-pay vouchers.

Vouchers are distributed by BT. The Customer may purchase the vouchers by completing a paper voucher request form and faxing this to 0800 731 8114. Paper voucher request forms may be obtained from www.btopenzone.com, by e-mail at bt.openzone.papervouchers@bt.com or by
telephone 0800 326 232.
BT will arrange for the Customer to receive 25% discount (excluding VAT) off the recommended retail price on all vouchers purchased in accordance with sub-paragraph (a) above.
BT may change the method of distribution and percentage of discount referred to in paragraphs (a) and (b) above from time to time. Any such change will be published on www.btopenzone.com.

6.2 The Customer will not, other than as provided for in this paragraph 6, attempt to resell or profit from the WiFi Service in any way.

7 Access and Site Regulations

7.1 The Customer will provide BT employees and anyone acting on BT's behalf, who produces a valid identity card, with access at all reasonable times to the Site.

7.2 BT employees and anyone acting on BT's behalf will observe any reasonable Site regulations, as previously advised in writing to BT by the Customer.

8 Misuse

8.1 The Customer will take all reasonable steps to ensure that the Wifi Service is not used in any way that:

does not comply with the terms of any legislation or that is in any way unlawful; or
would put BT in breach of the terms of any agreement BT has with any public telecommunications operator, notified in writing by BT to the Customer.

8.2 The Customer will give BT 30 calendar days prior written notice of the introduction of any additional provider of services similar to the Wifi Service at the Site.

9 Confidentiality

9.1 The parties will keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under this Contract or in relation to the Wifi Service and will not, without written consent, 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).

9.2 This paragraph 9 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 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.

9.3 This paragraph 9 will remain in effect for 2 years after the termination of this Contract.

10 Limitation of Liability

10.1 BT accepts unlimited liability for death or personal injury resulting from its negligence. Paragraphs 10.2 and 10.3 do not apply to such liability.

10.2 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.

10.3 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.

10.4 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.

11 Intellectual Property Rights Indemnity

11.1 BT will indemnify the Customer against any claims and proceedings arising from infringement of any intellectual property rights arising from BT's provision of the Wifi Service. 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 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 Wifi Service so as to avoid the infringement.

11.2 The indemnity in paragraph 11.1 does not apply to infringements caused by the use of the Wifi 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.

11.3 The limitations and exclusions of liability contained in paragraph 10 do not apply to this paragraph.

12 Matters Beyond the Reasonable Control of Either Party

12.1 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.

12.2 If any of the events detailed in paragraph 12.1 continue for more than 3 months either party may serve notice on the other terminating this Contract.

13 Termination of this Contract by Notice

Either party may terminate this Contract on 28 days notice to the other such notice to expire after the end of the Minimum Period.

14 Breaches of this Contract

14.1 Either party may terminate 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 its creditors, or if it goes into either voluntary (otherwise than for reconstruction or amalgamation), or compulsory liquidation or a receiver or administrator is appointed over its assets, or if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs to the other party.

14.2 If BT is entitled to terminate this Contract under paragraph 14.1, BT may, on giving prior notice where practicable suspend access to the WiFi Service without prejudice to such rights.

14.3 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.

15 Transfer of Rights and Obligations

15.1 Neither party may transfer any of their 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.

16 General

16.1 This Contract contains the whole agreement between BT and the Customer relating to its subject matter and supersedes all previous written or oral agreements relating to it.

16.2 BT and the Customer 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 will be for breach of this Contract and that all other rights and remedies are excluded, except in the case of fraud.

16.3 Paragraphs 10, 16.1 and 16.2 will not affect the parties rights or remedies in relation to any fraudulent misrepresentation.

16.4 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.

17 Notices

Notices given under this Contract must be in writing and may be delivered by hand, fax or e-mail (support.openzone@bt.com), or sent by first class post to the registered office or such other address as the parties may notify to the other in writing from time to time.

18 Changes to this Contract

BT may change this Contract on 14 days prior notice to the Customer published at www.bt.com, by e-mail or in writing.

19 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.

20 Governing Law

This Contract will be governed by the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English Courts.