<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBERS: 0-25638 (NYNEX CABLECOMMS GROUP PLC)
0-25690 (NYNEX CABLECOMMS GROUP INC.)
NYNEX CABLECOMMS GROUP PLC
INCORPORATED UNDER THE I.R.S. EMPLOYER IDENTIFICATION NO.
LAWS OF ENGLAND AND WALES 98-0151138
NYNEX CABLECOMMS GROUP INC.
INCORPORATED UNDER THE I.R.S. EMPLOYER IDENTIFICATION NO.
LAWS OF DELAWARE 98-0151139
THE TOLWORTH TOWER
EWELL ROAD
SURBITON
SURREY KT6 7ED
UNITED KINGDOM
(44)-181-873-2000
(Telephone number)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes [x] No [ ]
Number of shares outstanding of each of the classes of common stock, as of July
31, 1996:
925,068,775 Ordinary Shares of NYNEX CableComms Group PLC,
pound sterling 0.10 par value
925,068,775 shares of Common Stock of NYNEX CableComms Group Inc.,
$.01 par value
(Ordinary Shares and shares of Common Stock are "stapled" and trade
together as units.)
<PAGE> 2
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
PART 1 - FINANCIAL INFORMATION
COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT PER ADS AMOUNTS) (UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30,
1996 1995 1996
POUND POUND
STERLING STERLING $
[NOTE B]
<S> <C> <C> <C>
Operating Revenues:
Cable television 14,866 8,783 23,085
Telecommunications - residential 16,374 7,615 25,427
Telecommunications - business 3,097 967 4,809
Installation 1,192 999 1,852
-------- ------- --------
TOTAL OPERATING REVENUES 35,529 18,364 55,173
-------- ------- --------
Operating Expenses:
Programming 7,732 4,268 12,007
Telecommunications 7,157 3,470 11,114
Depreciation and amortization 12,854 8,010 19,961
Staff costs 11,114 13,134 17,259
Selling, general and administrative 12,238 14,806 19,004
-------- ------- --------
TOTAL OPERATING EXPENSES 51,095 43,688 79,345
-------- ------- --------
Operating loss (15,566) (25,324) (24,172)
-------- ------- --------
Other Income (Expense):
Interest income 838 1,482 1,301
Interest expense (4,930) (8,866) (7,656)
Minority interests 15,525 31,356 24,109
-------- ------- --------
TOTAL OTHER INCOME 11,433 23,972 17,754
-------- ------- --------
Loss before income taxes (4,133) (1,352) (6,418)
Income taxes - 4,417 -
-------- ------- --------
NET (LOSS) INCOME (4,133) 3,065 (6,418)
======== ======= ========
(LOSS) EARNINGS PER ADS (0.045) 0.003 (0.069)
======== ======= ========
ACCUMULATED DEFICIT
Beginning of period (97,689) (91,515) (151,701)
Net loss (4,133) 3,065 (6,418)
-------- ------- --------
End of Period (101,822) (88,450) (158,119)
======== ======= ========
</TABLE>
See accompanying notes to the combined financial statements.
1
<PAGE> 3
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT ADS AMOUNTS) (UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30,
1996 1995 1996
POUND POUND $
STERLING STERLING [NOTE B]
<S> <C> <C> <C>
Operating Revenues:
Cable television 29,156 16,747 45,276
Telecommunications - residential 31,181 14,944 48,420
Telecommunications - business 5,468 1,894 8,492
Installation 2,245 1,683 3,487
-------- -------- --------
TOTAL OPERATING REVENUES 68,050 35,268 105,675
-------- -------- --------
Operating Expenses:
Programming 15,522 7,995 24,105
Telecommunications 14,143 6,884 21,962
Depreciation and amortization 25,108 15,560 38,990
Staff costs 24,042 22,329 37,335
Selling, general and administrative 24,021 29,905 37,302
-------- -------- --------
TOTAL OPERATING EXPENSES 102,836 82,673 159,694
-------- -------- --------
Operating loss (34,786) (47,405) (54,019)
-------- -------- --------
Other Income (Expense):
Interest income 924 1,813 1,435
Interest expense (10,352) (11,110) (16,076)
Minority interests 30,728 43,343 47,718
-------- -------- --------
TOTAL OTHER INCOME 21,300 34,046 33,077
-------- -------- --------
Loss before income taxes (13,486) (13,359) (20,942)
Income taxes - 12,806 -
-------- -------- --------
NET LOSS (13,486) (553) (20,942)
======== ======== ========
LOSS PER ADS (0.146) (0.006) (0.226)
======== ======== ========
ACCUMULATED DEFICIT
Beginning of period (88,336) (87,897) (137,177)
Net loss (13,486) (553) (20,942)
-------- -------- --------
End of period (101,822) (88,450) (158,119)
========= ======== ========
</TABLE>
See accompanying notes to the combined financial statements.
2
<PAGE> 4
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
COMBINED BALANCE SHEETS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31, JUNE 30,
1996 1995 1996
POUND POUND
STERLING STERLING $
[NOTE B]
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and temporary cash investments 4,580 9,807 7,112
Receivables (net of allowance of pound sterling 2,306
and pound sterling 1,492, respectively) 26,925 43,551 41,813
Deferred charges and other current assets 3,129 2,653 4,858
--------- --------- ---------
TOTAL CURRENT ASSETS 34,634 56,011 53,783
Property, plant and equipment, (net of accumulated
depreciation of pound sterling 86,541 and
pound sterling 62,270, respectively) 985,815 859,024 1,530,873
Goodwill, (net of accumulated amortization of
pound sterling 2,493 and pound sterling 2,138,
respectively) 25,848 26,203 40,139
Deferred finance costs , net 57,290 59,140 88,966
Other assets 1,325 1,401 2,057
--------- --------- ---------
TOTAL ASSETS 1,104,912 1,001,779 1,715,818
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 60,500 69,038 93,950
Other liabilities 43,501 46,834 67,555
--------- --------- ---------
TOTAL CURRENT LIABILITIES 104,001 115,872 161,505
Long-term debt [Note D] 283,223 125,350 439,817
Other long-term liabilities 6,221 4,970 9,659
Minority interests [Note E] 101,393 132,121 157,453
--------- --------- ---------
TOTAL LIABILITIES 494,838 378,313 768,434
--------- --------- ---------
Commitments and contingencies [Note G]
STOCKHOLDERS' EQUITY [NOTE H]
Ordinary shares - par value pound sterling 0.10 per share
(1,500 million authorized, 925.1 million issued and
outstanding) 92,507 92,500 143,654
Shares of common stock - par value $0.01 per share
(1,500 million authorized, 925.1 million issued and
outstanding) 5,763 5,763 8,949
Additional paid-in capital 613,626 613,539 952,900
Accumulated deficit (101,822) (88,336) (158,119)
--------- --------- ---------
TOTAL STOCKHOLDERS' EQUITY 610,074 623,466 947,384
--------- --------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 1,104,912 1,001,779 1,715,818
========= ========= =========
</TABLE>
See accompanying notes to the combined financial statements.
3
<PAGE> 5
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS) (UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30,
1996 1995 1996
POUND POUND
STERLING STERLING $
[NOTE B]
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net loss (13,486) (553) (20,942)
-------- -------- ---------
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 25,108 15,560 38,990
Amortization of deferred finance costs 3,250 2,852 5,047
Provision for bad debts 2,778 1,490 4,314
Minority interest (30,728) (43,343) (47,718)
Deferred income taxes - (6,198) -
Non cash compensation costs 95 - 146
Changes in operating assets and liabilities:
Receivables 13,848 (12,358) 21,504
Deferred charges and other current assets (476) (1,222) (739)
Accounts payable 566 24,137 879
Other liabilities (3,339) 3,532 (5,183)
-------- -------- ---------
Total adjustments 11,102 (15,550) 17,240
-------- -------- ---------
NET CASH USED IN OPERATING ACTIVITIES (2,384) (16,103) (3,702)
-------- -------- ---------
Cash Flows From Investing Activities:
Capital expenditures (160,716) (195,780) (249,576)
-------- -------- --------
Other investing activities, net - 232 -
NET CASH USED IN INVESTING ACTIVITIES (160,716) (195,548) (249,576)
-------- -------- ---------
Cash Flows From Financing Activities:
Proceeds from borrowings 157,873 - 245,161
Capital contributions - 5,320 -
Repayment of borrowings - (148,425) -
Change in other long-term liabilities - 183 -
Funding from minorities - 129,844 -
Deferred transaction and finance costs - (882) -
Loan to NYNEX Corporation - (156,889) -
Proceeds of share issue (net of pound sterling
36 million costs) - 380,177 -
Activity with minority joint venture partners - (3,119) -
-------- ------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 157,873 206,209 245,161
-------- ------- --------
Net decrease in cash and temporary cash
investments (5,227) (5,442) (8,117)
Cash and temporary cash investments at beginning
of period 9,807 41,687 15,229
-------- -------- ---------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF PERIOD 4,580 36,245 7,112
======== ======== =========
</TABLE>
See accompanying notes to the combined financial statements.
4
<PAGE> 6
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
(UNAUDITED)
A ORGANIZATION OF NYNEX CABLECOMMS
In February 1995, two indirect wholly owned subsidiaries of NYNEX
Corporation ("NYNEX") were incorporated: NYNEX CableComms Group PLC ("UK
CableComms"), a public limited company incorporated under the laws of
England and Wales, and NYNEX CableComms Group Inc. ("US CableComms"), a
Delaware corporation (together "the Companies"). The ordinary shares of UK
CableComms and the common stock of US CableComms may not be traded
separately and may only be traded together as Units in the form of ADSs on
the Nasdaq National Market and as Units on the London Stock Exchange. UK
CableComms and US CableComms hold 90% and 10%, respectively, of the shares
in NYNEX UK CableComms Holdings, Inc. ("UK Holdings").
UK CableComms and US CableComms collectively, and the subsidiaries and
partnerships in which they have the entire or a majority ownership
interest, are hereinafter referred to as "NYNEX CableComms".
B BASIS OF PRESENTATION
The unaudited combined financial statements have been prepared by UK
CableComms and US CableComms pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC") and, in the opinion of
management, include all adjustments necessary for a fair presentation of
the financial information for each period shown in accordance with
accounting principles generally accepted in the United States. Certain
information and footnote disclosures normally included in combined
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such SEC
rules and regulations. Management believes that the disclosures made are
adequate to make the information presented not misleading. The results for
interim periods are not necessarily indicative of the results for the full
year.
The unaudited combined financial statements should be read in conjunction
with the audited combined financial statements and the notes thereto
included in the Companies' latest Annual Report and incorporated by
reference in the Companies' Form 10-K for the year ended December 31,
1995.
The unaudited combined financial statements are presented in thousands of
pounds sterling ("pound sterling"). Solely for the convenience of the
reader, the unaudited combined financial statements as at and for the
period ended June 30, 1996 have been presented in US dollars ("$") at the
rate pound sterling 1.00 = $1.5529, the Noon Buying Rate of the Federal
Reserve Bank of New York on June 28, 1996. The presentation of the US
dollar amounts should not be construed as US GAAP, or as a representation
that the pounds sterling amounts shown could be so converted into US
dollars at the rate indicated or at any other rate.
5
<PAGE> 7
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
Certain defined terms used herein are defined in the Glossary to the
Companies' latest Annual Report.
C PRINCIPLES OF COMBINATION
The unaudited combined financial statements present the financial
position, results of operations, and cash flows of NYNEX CableComms as if
the ownership structure, established on June 14, 1995, had been in
existence throughout the periods covered by these unaudited combined
financial statements.
Transactions between entities which are now part of NYNEX CableComms and
all significant intercompany accounts and transactions have been
eliminated in combination. Certain costs incurred by NYNEX have been
charged to NYNEX CableComms on a direct basis or, prior to completion of
the Combined Offering, on an allocated basis. Such costs are not
substantially different than those which NYNEX CableComms would have
incurred on a stand-alone basis.
D FINANCING OF NYNEX CABLECOMMS
At June 30, 1996, NYNEX CableComms was party to two broadly similar
financing arrangements, one for the Northern Operating Companies and one
for the Southern Operating Companies.
Under the arrangements, two entities related to NYNEX (the "North limited
partner" and the "South limited partner") provide credit facilities to the
operating companies and invest capital, through limited partnership
interests, in partnerships controlled by NYNEX CableComms. Deferred finance
costs of pound sterling 42.0 million for the Northern arrangement and pound
sterling 23.0 million for the Southern arrangement were incurred in
December 1994 and December 1993, respectively.
Credit Facilities
The credit facilities are for a maximum of pound sterling 542.5 million in
the case of the Northern Operating Companies and pound sterling 274.0
million in the case of the Southern Operating Companies. An additional
pound sterling 157.5 million is available under the North facility to
expand the network into additional franchise areas if such franchises are
acquired prior to December 31, 1998.
NYNEX CableComms has entered into two forward starting interest rate swaps
with NYNEX to reduce potential exposure to interest rate risk on floating
rate financing arrangements.
6
<PAGE> 8
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
E MINORITY INTEREST
The North limited partner and the South limited partner also have limited
partnership interests in partnerships (the "North Partnership" and the
"South Partnership") controlled by NYNEX CableComms. Minority interest
reflects the limited partners' interest in the North and South
Partnerships.
The limited partners have contributed pound sterling 131.3 million and
pound sterling 80.4 million, respectively, as of June 30, 1996. The
Minority interest in the North Partnership and South Partnership was pound
sterling 43.5 million and pound sterling 57.9 million at June 30, 1996,
respectively.
Under the Agreements, NYNEX CableComms generally has an 85% interest, and
the limited partners generally have a 15% interest, in all items of
income, gain, loss, deduction or credit, except in respect of the initial
losses and profits (being specified amounts of profits or losses
calculated in accordance with US tax principles) of the relevant
Partnership.
Initial losses up to a maximum cumulative amount of pound sterling 200.0
million for the North Partnership and pound sterling 40.0 million for the
South Partnership will be allocated to the limited partners. Subsequent
losses will be wholly allocated to NYNEX CableComms until its share of the
cumulative losses of the relevant Partnership is equal to 85% of such
cumulative losses. Losses thereafter, if any, will be allocated 85% to
NYNEX CableComms and 15% to the limited partners. Initial profits will be
allocated between NYNEX CableComms and the limited partners in proportion
to the cumulative losses allocated to each partner until such losses have
been fully offset by profits. Thereafter, all profits are to be allocated
85% to NYNEX CableComms and 15% to the limited partners. Initial losses for
the South Partnership reached pound sterling 40.0 million in the first
quarter of 1996.
For the purposes of preparing the combined financial statements, the
profit or loss of the relevant Partnership is allocated between NYNEX
CableComms and the limited partners in accordance with the profit and loss
allocations set out in the relevant Agreement.
F SUPPLEMENTAL CASH FLOW INFORMATION
The following information is provided in accordance with Statement of
Financial Accounting Standards No. 95, "Statement of Cash Flows":
<TABLE>
<CAPTION>
FOR THE SIX MONTHS
(In thousands) ENDED JUNE 30,
1996 1995
POUND POUND
STERLING STERLING
<S> <C> <C>
Non cash items excluded from the
Combined Statements of Cash Flows:
Property, plant and equipment acquired by
incurring directly related liabilities 54,849 24,805
====== ======
Accrued transaction and finance costs - 2,021
====== ======
</TABLE>
7
<PAGE> 9
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
G LITIGATION AND OTHER CONTINGENCIES
Various legal actions and proceedings are pending that may affect NYNEX
CableComms. While counsel cannot give assurance as to the outcome of any
of these matters, in the opinion of the management of NYNEX CableComms,
based upon the advice of counsel, the ultimate resolution of these matters
in future periods is not expected to have a material effect on NYNEX
CableComms' financial position, operating results or cash flows.
H STOCKHOLDERS' EQUITY
The authorized capital of UK CableComms is 1.5 billion ordinary shares with
a par value of pound sterling 0.10 per share, of which 925.1 million shares
are issued, fully paid and outstanding. The authorized capital of US
CableComms is 1.5 billion shares of common stock with a par value of $.01
per share, of which 925.1 million shares are issued, fully paid and
outstanding.
I SUBSEQUENT EVENTS
NYNEX Corporation ("NYNEX"), the majority shareholder in NYNEX
CableComms, and Bell Atlantic Corporation ("Bell Atlantic"), have
previously announced an intention to merge.
On July 2, 1996, NYNEX and Bell Atlantic executed an amendment to their
definitive merger agreement, effecting a technical change in the
transaction structure of the merger of equals announced on April 22, 1996.
As amended, the agreement provides that a newly formed subsidiary of Bell
Atlantic will merge with and into NYNEX, thereby making NYNEX a wholly
owned subsidiary of Bell Atlantic. There is no change in the fundamental
elements of the proposed merger. The exchange ratio for shares is restated
to reflect the difference in the transaction. Each NYNEX shareholder will
receive 0.768 shares of Bell Atlantic common stock in exchange for one
share of NYNEX common stock. The purpose of the amendment to the merger
agreement is to expedite the regulatory approval process by eliminating
the need to obtain congressional approval of the merger under a 1913
District of Columbia "anti-merger" law. The merger, which is expected to
qualify as a pooling of interests for accounting purposes, is subject to a
number of conditions, including regulatory approvals, the approval of the
shareholders of both NYNEX and Bell Atlantic, and receipt of opinions that
the merger will be tax free, except, in the case of NYNEX shareholders,
for tax payable because of cash received for a fractional share and the
payment by NYNEX of certain transfer taxes on behalf of its shareholders.
The transaction is expected to close by April 1997.
It is expected that the new combined NYNEX and Bell Atlantic will
recognize recurring expense savings of approximately $600 million annually
by the third year following the consummation of the merger as a result of
consolidating operating systems and other administrative functions and
reducing management positions. Of these savings, $300 million is expected
to be achieved in the first year following the consummation of the merger
with an additional $150 million in each of the two succeeding years.
Annual capital expenditures for the new combined NYNEX and Bell Atlantic
should reflect approximately $250 to $300 million of incremental
purchasing efficiencies. As a result of the merger, the merged NYNEX and
Bell Atlantic is expected to incur certain transition and integration
charges of approximately $500 million in the first year following the
consummation of the merger. An additional $200 to $400 million in charges
are anticipated over the two succeeding years.
8
<PAGE> 10
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
Information contained above with respect to the expected financial impact
of the proposed merger is forward-looking. These statements represent
NYNEX's and Bell Atlantic's reasonable judgement with respect to future
events and are subject to risks and uncertainties that could cause actual
results to differ materially. Such factors include: materially adverse
changes in economic conditions in the markets served by NYNEX and Bell
Atlantic; substantial delay in the expected closing of the merger;
competition from others in the local exchange and toll service markets;
and the timing of entry and profitability of the new combined NYNEX and
Bell Atlantic in the long distance and video markets.
9
<PAGE> 11
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER OF 1996 AS COMPARED WITH SECOND QUARTER OF 1995
RESULTS OF OPERATIONS
REVENUE
Operating revenue increased to pound sterling 35.5 million for the second
quarter of 1996 from pound sterling 18.4 million for the second quarter of 1995.
The increase is attributable primarily to an increased customer base, due to
further marketing in NYNEX CableComms' existing operational franchises as
construction of the network continues.
CABLE TELEVISION. Cable television revenue increased to pound sterling 14.9
million for the second quarter of 1996 from pound sterling 8.8 million for the
second quarter of 1995. This increase was primarily the result of an increase in
the number of basic customers and an increase in the average revenue per basic
customer. The number of basic customers increased to 226,849 at June 30, 1996
from 146,575 at June 30, 1995, while the average monthly cable television
revenue per basic customer increased to pound sterling 22.56 for the second
quarter of 1996 from pound sterling 21.23 for the second quarter of 1995. The
overall increase in average monthly cable television revenue per basic customer
is primarily attributable to a favorable increase in the pay to basic ratio. The
pay to basic ratio increased to 197.1% at June 30, 1996 from 154.9% at June 30,
1995. The increase was primarily due to the change in the packaging and pricing
structure of the premium channels in June 1995, designed to encourage customers
to purchase premium channels thereby enabling NYNEX CableComms to take advantage
of improved pricing in the BSkyB contract executed in the second quarter of
1995.
The number of cable television homes passed and marketed in NYNEX CableComms'
operating franchises increased to 1,156,658 at June 30, 1996 from 780,275 at
June 30, 1995. Penetration rates increased to 19.6% at June 30, 1996 from 18.8%
at June 30, 1995, as a higher proportion of NYNEX CableComms' potential
customers chose to purchase television services. This increase has been driven
by a number of marketing initiatives such as a "dual single service upgrade"
introduced in the last six months, a restructuring of the sales commission
policy and an emphasis on retaining customers. NYNEX CableComms' churn rate
increased to 30.6% at June 30, 1996 from 28.6% at June 30, 1995.
RESIDENTIAL TELECOMMUNICATIONS. Residential telecommunications revenue
increased to pound sterling 16.4 million for the second quarter of 1996 from
pound sterling 7.6 million for the second quarter of 1995. This increase was
primarily the result of an increase in the number of residential
telecommunications lines and an increase in the average monthly revenue per
line. The number of residential telecommunications lines increased to 296,236 at
June 30, 1996 from 152,215 at June 30, 1995.
10
<PAGE> 12
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER OF 1996 AS COMPARED WITH SECOND QUARTER OF 1995
The average monthly residential telecommunications revenue per line increased to
pound sterling 19.31 for the second quarter of 1996 from pound sterling 19.06
for the second quarter of 1995. When introducing price savings to the average
residential customer of 25% over British Telecommunications plc ("BT's")
standard call charges before discounts and promotions in March 1995, NYNEX
CableComms believed that the immediate reduction in revenue resulting from
offering these enhanced savings would be more than offset over time by
additional revenue resulting from increased telecommunications penetration rates
and greater usage attributable to this strategy. Both the increase in
penetration rate to 26.2% at June 30, 1996 from 22.5% at June 30, 1995 and the
increased average monthly revenue support this belief. NYNEX CableComms
believes that the increase in penetration rates is primarily attributable to its
pricing strategy and broader acceptance of its telecommunications' service as an
alternative to BT's.
The increase in the number of residential telecommunications lines reflects the
increase in the number of homes passed and marketed for residential
telecommunications services, which increased to 1,132,565 at June 30, 1996 from
676,721 at June 30, 1995. The residential telecommunications churn rate
increased to 16.8% at June 30, 1996 from 15.3% at June 30, 1995.
BUSINESS TELECOMMUNICATIONS. Business telecommunications revenue increased to
pound sterling 3.1 million for the second quarter of 1996 from pound sterling
1.0 million for the second quarter of 1995. This increase was primarily
attributable to an increase in the number of lines and the increase in the
average monthly revenue. The number of business telecommunications lines
increased to 22,025 at June 30, 1996 from 9,022 at June 30, 1995, and the
average monthly business telecommunications revenue per line increased to pound
sterling 51.23 for the second quarter of 1996 from pound sterling 42.31 for the
second quarter of 1995.
As with residential telecommunications, NYNEX CableComms believed that the
immediate reduction in revenue resulting from offering price savings over BT
would be more than offset over time by additional revenue generated from
increased take-up of business telecommunications services and greater usage
attributable to this strategy. In March 1996, business telesales was introduced
as a new sales medium for business customers, together with a new stepped
rental charge for business customers using CENTREX. These new marketing
initiatives were designed to encourage greater usage and increase average
monthly revenue per line. The upward trend in average monthly revenue per line
and the increased average number of lines per business customer to 3.7 at June
30, 1996 from 2.3 at June 30, 1995 support both the above strategies.
11
<PAGE> 13
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER OF 1996 AS COMPARED WITH SECOND QUARTER OF 1995
The increase in the number of business telecommunications lines also resulted
from an increase in the number of businesses passed and marketed for
telecommunications services. NYNEX CableComms estimates that the number of
businesses passed and marketed for telecommunications services increased to
34,155 at June 30, 1996 from 25,073 at June 30, 1995. The business
telecommunications churn rate increased to 13.4% at June 30, 1996 from 10.3% at
June 30, 1995.
INSTALLATION. NYNEX CableComms' combined installation revenues for cable
television and residential and business telecommunications increased to pound
sterling 1.2 million for the second quarter of 1996 from pound sterling 1.0
million for the second quarter of 1995. The growth in revenue primarily
reflects the increase in business installations in the second quarter of 1996
compared to the second quarter of 1995.
OPERATING EXPENSES. Operating expenses increased to pound sterling 51.1 million
for the second quarter of 1996 from pound sterling 43.7 million for the second
quarter of 1995 as a result of the continued growth in NYNEX CableComms' network
and customer base. The components of total operating expenses are cable
television programming costs, telecommunications expenses, depreciation and
amortization, staff costs and selling, general and administrative expenses.
Total programming costs increased to pound sterling 7.7 million for the second
quarter of 1996 from pound sterling 4.3 million for the second quarter of 1995.
Total programming costs as a percentage of cable television revenue were 52% for
the second quarter of 1996 compared with 49% for the second quarter of 1995. The
increased costs are a result of introducing new channels over the last twelve
months and increased rates charged by programming providers, the costs of which
have not been passed on to NYNEX CableComms' customers. The change in the
packaging and pricing structure of the premium channels in June 1995 also
resulted in a reduced gross profit margin being achieved on premium channels.
NYNEX CableComms' programming costs have benefited in the second quarter of 1996
from the fixed term programming agreement with BSkyB signed in the second
quarter of 1995. NYNEX CableComms believes that passing an element of these
cost savings to cable television customers will stimulate demand for premium
channels, resulting in an increase in the pay to basic ratio, average monthly
revenue per customer and penetration rates, as demonstrated this quarter.
Telecommunications expenses for the second quarter of 1996 were pound sterling
7.2 million compared with pound sterling 3.5 million for the second quarter of
1995. Telecommunications expenses principally represent interconnect charges
paid to national and international carriers for NYNEX CableComms' traffic
12
<PAGE> 14
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER OF 1996 AS COMPARED WITH SECOND QUARTER OF 1995
over their respective networks; these costs increase as the volume of traffic
increases. As a result of the completion of installation of digital switches in
all its franchises in 1995, NYNEX CableComms has eliminated the need to pay
third parties for switching calls to other telecommunications operators. Total
telecommunications expenses as a percentage of telecommunications revenue were
37% for the second quarter of 1996 compared with 40% for the second quarter of
1995.
Depreciation and amortization increased to pound sterling 12.9 million for the
second quarter of 1996 from pound sterling 8.0 million for the second quarter of
1995. This increase is primarily related to the increase in the cost of total
property, plant and equipment to pound sterling 1,072.4 million at June 30, 1996
from pound sterling 700.6 million at June 30, 1995. Depreciation will continue
to rise as the network is built out.
Staff costs, which include salaries, wages, benefits and sales commissions,
decreased to pound sterling 11.1 million for the second quarter of 1996 from
pound sterling 13.1 million for the second quarter of 1995. The decrease is due
to a reduction in the number of NYNEX CableComms' employees as a result of the
cost-management program undertaken towards the end of 1995. The number of
employees (excluding sub-contract installers) was 2,455 full time equivalents at
June 30, 1996, compared with 2,837 at June 30, 1995.
Selling, general and administrative expenses decreased to pound sterling 12.2
million for the second quarter of 1996 from pound sterling 14.8 million for the
second quarter of 1995 as a result of the cost-management program and as the
scale of NYNEX CableComms' operations matured. Following the cost-management
program undertaken towards the end of 1995, NYNEX CableComms has continued to
realize business efficiencies. Cost improvements have been made in most areas
during the second quarter of 1996, in particular billing, data processing and
software enhancement costs, which increased significantly during the second
quarter of 1995 as the customer base continued to grow and the implementation of
NYNEX CableComms' Integrated Customer Management System ("ICMS") continued. In
addition, recruitment, training and consultancy costs have been reduced
following the cost-management program.
Total operating expenses directly attributable to the design, construction and
installation of the network are capitalized within the network and not charged
to income. These capitalized costs were pound sterling 11.5 million for the
second quarter of 1996 and pound sterling 9.3 million for the second quarter of
1995.
13
<PAGE> 15
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER OF 1996 AS COMPARED WITH SECOND QUARTER OF 1995
OTHER INCOME (EXPENSE)
Interest income, which primarily represents interest on bank deposits, decreased
to pound sterling 0.8 million for the second quarter of 1996 from pound sterling
1.5 million for the second quarter of 1995. Interest income arises primarily
from the investment of borrowings and capital contributions in advance of
capital expenditures and operating cash flow requirements. In 1995 additional
interest income was earned from the investment of the proceeds of the share
issuance in June 1995.
In the second quarter of 1996, interest expense decreased to pound sterling 4.9
million, net of pound sterling 2.0 million which was capitalized, from pound
sterling 8.9 million, net of pound sterling 0.3 million which was capitalized,
for the second quarter of 1995. In the second quarter of 1996, pound sterling
1.6 million of interest expense was attributable to the amortization of deferred
finance costs, compared to pound sterling 1.8 million in the second quarter of
1995. The balance of interest expense for both periods was primarily interest
paid to the North and South limited partners in respect of relevant financing
arrangements. The amount of capitalized interest relates to the level of
work-in-progress and the level of long-term debt which increased to pound
sterling 283.2 million at June 30, 1996 from pound sterling 97.1 million at June
30, 1995. In 1995, interest expense increased as a result of increased funding
during the period from the financing arrangements for the Northern Operating
Companies and the Southern Operating Companies and the reorganization of the
financing arrangements for the Southern Operating Companies on March 31, 1995.
The reorganization resulted in the reclassification of pound sterling 193.6
million from Minority Interest and Capital Contributions from NYNEX to long-term
debt; contributing to a higher interest expense in the second quarter of 1995.
At the end of June 1995 a significant portion of long-term debt was eliminated
using the proceeds of the share issuance on June 14, 1995.
The Minority interest portion of the loss for the second quarter of 1996 was
pound sterling 15.5 million compared with pound sterling 31.4 million for the
second quarter of 1995. (See Note E to the unaudited Combined Financial
Statements describing the Minority Interest in NYNEX CableComms).
INCOME TAXES
Prior to June 14, 1995, NYNEX CableComms' US corporations were included in the
NYNEX consolidated tax return and in New York State and New York City combined
income tax filings. While included in the NYNEX tax filings, NYNEX CableComms
was allocated payments in accordance with the effect its losses had on reducing
the consolidated group's taxable income. As a result of the reorganization,
which occurred immediately prior to the completion of the
14
<PAGE> 16
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER OF 1996 AS COMPARED WITH SECOND QUARTER OF 1995
Combined Offering on June 14, 1995, NYNEX CableComms and its US corporations no
longer qualify to be included in the NYNEX consolidated US federal tax return or
in any state or local combined tax returns. As such, any equivalent payments
will no longer be made to NYNEX CableComms by NYNEX for any future losses
generated. For periods after June 14, 1995, NYNEX UK CableComms Holdings Inc.
and its US subsidiaries will be treated as a consolidated group of corporations
for US tax return purposes. However, neither UK CableComms nor US CableComms
will be consolidated with UK Holdings or its subsidiaries for US tax purposes.
As a result, UK CableComms and US CableComms will file their own US federal tax
returns. Therefore no tax benefit arose in the second quarter of 1996. Of the
pound sterling 4.4 million tax benefit for the second quarter of 1995, pound
sterling 3.1 million was attributable to a deferred tax credit in the quarter.
FOREIGN EXCHANGE
All of NYNEX CableComms' revenues are denominated in pounds sterling. Although
the majority of NYNEX CableComms' operating expenses are incurred in pounds
sterling, NYNEX CableComms purchases certain of its network materials, equipment
and the services of seconded NYNEX employees in US dollars. During the second
quarters of 1996 and 1995, NYNEX CableComms did not experience significant gains
or losses as a result of fluctuations in the exchange rate of currencies. To
date, NYNEX CableComms has not used foreign currency hedging instruments to
reduce its exposure to foreign exchange fluctuations.
15
<PAGE> 17
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995
RESULTS OF OPERATIONS
REVENUE
Operating revenue increased to pound sterling 68.1 million for the first six
months of 1996 from pound sterling 35.3 million for the first six months of
1995. The increase is attributable primarily to an increased customer base, due
to further marketing in NYNEX CableComms' existing operational franchises as
construction of the network continues.
CABLE TELEVISION. Cable television revenue increased to pound sterling 29.2
million for the first six months of 1996 from pound sterling 16.7 million for
the first six months of 1995. This increase was primarily the result of an
increase in the number of basic customers and an increase in the average revenue
per basic customer. The number of basic customers increased to 226,849 at June
30, 1996 from 146,575 at June 30, 1995, while the average monthly cable
television revenue per basic customer increased to pound sterling 22.95 for the
first six months of 1996 from pound sterling 21.25 for the first six months of
1995. The overall increase in average monthly cable television revenue per
basic customer is primarily attributable to a favorable increase in the pay to
basic ratio. The pay to basic ratio increased to 197.1% at June 30, 1996 from
154.9% at June 30, 1995. The increase was primarily due to the change in the
packaging and pricing structure of the premium channels in June 1995, designed
to encourage customers to purchase premium channels thereby enabling NYNEX
CableComms to take advantage of improved pricing in the BSkyB contract executed
in the second quarter of 1996.
The number of cable television homes passed and marketed in NYNEX CableComms'
operating franchises increased to 1,156,658 at June 30, 1996 from 780,275 at
June 30, 1995. Penetration rates increased to 19.6% at June 30, 1996 from 18.8%
at June 30, 1995, as a higher proportion of NYNEX CableComms' potential
customers chose to purchase television services. This increase has been driven
by a number of marketing initiatives such as a "dual single service upgrade"
introduced in the last six months, a restructuring of the sales commission
policy and an emphasis on retaining customers. NYNEX CableComms' churn rate
increased to 30.6% at June 30, 1996 from 28.6% at June 30, 1995.
During the first quarter of 1996, NYNEX CableComms transmitted its first
Pay-Per-View event. 35,287 of NYNEX CableComms' customers subscribed to the
program (representing approximately 17.9% of the customer base at December 31,
1995), which generated revenue of pound sterling 0.3 million.
16
<PAGE> 18
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995
RESIDENTIAL TELECOMMUNICATIONS. Residential telecommunications revenue
increased to pound sterling 31.2 million for the first six months of 1996 from
pound sterling 14.9 million for the first six months of 1995. This increase was
primarily the result of an increase in the number of residential
telecommunications lines which was partially offset by a decrease in the average
revenue per line resulting from NYNEX CableComms' introduction of an aggressive
pricing strategy in March 1995, whereby NYNEX CableComms provides its average
residential customer with savings of 25% on monthly bills for line rental and
call charges combined over BT's standard prices, before discounts and
promotions. The number of residential telecommunications lines increased to
296,236 at June 30, 1996 from 152,215 at June 30, 1995, while the average
monthly residential telecommunications revenue per line decreased to pound
sterling 19.49 for the first six months of 1996 from pound sterling 20.74 for
the first six months of 1995. When introducing the price reductions, NYNEX
CableComms believed that the immediate reduction in revenue resulting from
offering these enhanced savings would be more than offset over time by
additional revenue resulting from increased telecommunications penetration rates
and greater usage attributable to this strategy. Both the increase in
penetration and an upward trend in usage support this belief, as does the
increased average monthly revenue for the second quarter of 1996 compared to the
second quarter of 1995.
The increase in the number of residential telecommunications lines reflects the
increase in the number of homes passed and marketed for residential
telecommunications services, which increased to 1,132,565 at June 30, 1996 from
676,721 at June 30, 1995. Penetration rates increased to 26.2% at June 30, 1996
from 22.5% at June 30, 1995. NYNEX CableComms believes that the increase in
penetration rates is primarily attributable to its pricing strategy and broader
acceptance of its telecommunications' service as an alternative to BT's. The
residential telecommunications churn rate increased to 16.8% at June 30, 1996
from 15.3% at June 30, 1995.
BUSINESS TELECOMMUNICATIONS. Business telecommunications revenue increased to
pound sterling 5.5 million for the first six months of 1996 from pound
sterling 1.9 million for the first six months of 1995. This increase was
primarily attributable to an increase in the number of business lines, and an
increase in the average monthly revenue. The number of business
telecommunications lines increased to 22,025 at June 30, 1996 from 9,022 at June
30, 1995, and the average monthly business telecommunications revenue per line
increased to pound sterling 50.41 for the first six months of 1996 from pound
sterling 46.73 for the first six months of 1995.
As with residential telecommunications, NYNEX CableComms believed that the
immediate reduction in revenue resulting from offering price savings over BT
would be more than offset over time by additional revenue generated from
increased take-up of business
17
<PAGE> 19
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995
telecommunications services and greater usage attributable to this strategy. In
March 1996, business telesales was introduced as a new sales medium for business
customers, together with a new stepped rental charge for business customers
using CENTREX. These new marketing initiatives were designed to encourage
greater usage and increase average monthly revenue per line. The upward trend in
average monthly revenue per line and the increased average number of lines per
business customer to 3.7 at June 30, 1996 from 2.3 at June 30, 1995 support both
the above strategies.
The increase in the number of business telecommunications lines also resulted
from an increase in the number of businesses passed and marketed for
telecommunications services. NYNEX CableComms estimates that the number of
businesses passed and marketed for telecommunications services increased to
34,155 at June 30, 1996 from 25,073 at June 30, 1995. The business
telecommunications churn rate increased to 13.4% at June 30, 1996 from 10.3% at
June 30, 1995.
INSTALLATION. NYNEX CableComms' combined installation revenues for cable
television and residential and business telecommunications increased to pound
sterling 2.2 million for the first six months of 1996 from pound sterling 1.7
million for the first six months of 1995. This growth in revenue reflects the
ongoing construction of NYNEX CableComms' network and the corresponding
expansion of its customer base.
OPERATING EXPENSES. Operating expenses increased to pound sterling 102.8
million for the first six months of 1996 from pound sterling 82.7 million for
the first six months of 1995 as a result of the continued growth in NYNEX
CableComms' network and customer base. The components of total operating
expenses are cable television programming costs, telecommunications expenses,
depreciation and amortization, staff costs and selling, general and
administrative expenses.
Total programming costs increased to pound sterling 15.5 million for the first
six months of 1996 from pound sterling 8.0 million for the first six months of
1995. Total programming costs as a percentage of cable television revenue were
53% for the first six months of 1996 compared with 48% for the first six months
of 1995. The increased costs are a result of introducing new channels over the
last twelve months and increased rates charged by programming providers, the
costs of which have not been passed on to NYNEX CableComms' customers. The
change in the packaging and pricing structure of the premium channels in June
1995 also resulted in a reduced gross profit margin being achieved on premium
channels. NYNEX CableComms' programming costs have benefited in the second
quarter of 1996 from the fixed term programming agreement with BSkyB signed in
the second quarter of 1995. NYNEX CableComms believes that passing an element
of these cost savings to cable television customers will stimulate demand for
premium channels, resulting in
18
<PAGE> 20
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995
an increase in the pay to basic ratio, average monthly revenue per customer and
penetration rates, as demonstrated in the first six months of 1996 compared to
the same period in 1995.
Telecommunications expenses for the first six months of 1996 were pound sterling
14.1 million compared with pound sterling 6.9 million for the first six months
of 1995. Telecommunications expenses principally represent interconnect charges
paid to national and international carriers for NYNEX CableComms' traffic over
their respective networks; these costs increase as the volume of traffic
increases. As a result of the completion of installation of digital switches in
all its franchises in 1995, NYNEX CableComms has eliminated the need to pay
third parties for switching calls to other telecommunications operators.
Telecommunications expenses were 39% of telecommunications revenue for the first
six months of 1996 compared with 41% for the first six months of 1995, this was
achieved despite reductions in the average revenue per line following the
adoption of the pricing strategy in March 1995.
Depreciation and amortization increased to pound sterling 25.1 million for the
first six months of 1996 from pound sterling 15.6 million for the first six
months of 1995. This increase is primarily related to the increase in the cost
of total property, plant and equipment to pound sterling 1,072.4 million at June
30, 1996 from pound sterling 700.6 million at June 30, 1995. Depreciation will
continue to rise as the network is built out.
Staff costs, which include salaries, wages, benefits and sales commissions,
increased to pound sterling 24.0 million for the first six months of 1996 from
pound sterling 22.3 million for the first six months of 1995. Staff costs
increased partially as a result of annual basic pay increases made in the second
quarter of 1996 and rising sales commissions as more customers purchase NYNEX
CableComms' cable services. These additional costs were off-set by reductions in
costs as staff numbers have reduced. The staff costs in the first quarter of
1996 also included one-time payments made to employees leaving NYNEX CableComms
in the first quarter of 1996. Until February 1996, the number of employees
(excluding sub-contract installers) was 2,863. Following the cost-management
program undertaken towards the end of 1995, the number of employees (excluding
subcontract installers), was 2,455 full time equivalents at June 30, 1996,
compared with 2,837 at June 30, 1995.
Selling, general and administrative expenses decreased to pound sterling 24.0
million for the first six months of 1996 from pound sterling 29.9 million for
the first six months of 1995 as a result of the cost-management program and as
the scale of NYNEX CableComms' operations matured. Following the cost-management
program undertaken towards the end of 1995, NYNEX CableComms continued to make
business efficiencies. Cost improvements have been made in most areas during the
first six months of 1996, in particular billing, data processing and software
enhancement costs, which increased significantly during the first six months of
1995 as the customer base continued to
19
<PAGE> 21
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995
grow and the implementation of NYNEX CableComms' Integrated Customer Management
System ("ICMS") continued. In the final quarter of 1995, revisions to the
agreement associated with the cost of development of ICMS were negotiated, the
benefits of which have been seen in the first six months of 1996. In addition,
recruitment, training and consultant costs have been reduced following the
cost-management program.
Total operating expenses directly attributable to the design, construction and
installation of the network are capitalized within the network and not charged
to income. These capitalized costs were pound sterling 22.4 million for the
first six months of 1996 and pound sterling 19.0 million for the first six
months of 1995.
OTHER INCOME (EXPENSE)
Interest income, which primarily represents interest on bank deposits decreased
to pound sterling 0.9 million for the first six months of 1996 from pound
sterling 1.8 million for the first six months of 1995. Interest income arises
primarily from the investment of borrowings and capital contributions in advance
of capital expenditures and operating cash flow requirements. In 1995 additional
interest income was earned from the investment of the proceeds of the share
issuance in June 1995.
In the first six months of 1996, interest expense decreased to pound sterling
10.4 million, net of pound sterling 2.4 million which was capitalized, from
pound sterling 11.1 million, net of pound sterling 0.6 million which was
capitalized, for the first six months of 1995. In the first six months of 1996,
pound sterling 3.2 million of interest expense was attributable to the
amortization of deferred finance costs, compared to pound sterling 2.9 million
in the first six months of 1995. The balance of interest expense for both
periods was primarily interest paid to the North and South limited partners in
respect of relevant financing arrangements. The amount of capitalized interest
relates to the level of work-in-progress and the level of long-term debt which
increased to pound sterling 283.2 million at June 30, 1996 from pound sterling
97.1 million at June 30, 1995. At the end of June 1995 a significant portion of
long-term debt was eliminated using the proceeds of the share issuance on June
14, 1995.
The Minority interest portion of the loss for the first six months of 1996 was
pound sterling 30.7 million compared with pound sterling 43.3 million for the
first six months of 1995. (See Note E to the unaudited Combined Financial
Statements describing the Minority Interest in NYNEX CableComms).
INCOME TAXES
Prior to June 14, 1995, NYNEX CableComms' US corporations were included in the
NYNEX consolidated tax return and in New York State and New York City combined
income tax filings.
20
<PAGE> 22
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995
While included in the NYNEX tax filings, NYNEX CableComms was allocated payments
in accordance with the effect its losses had on reducing the consolidated
group's taxable income. As a result of the reorganization, which occurred
immediately prior to the completion of the Combined Offering on June 14, 1995,
NYNEX CableComms and its US corporations no longer qualify to be included in the
NYNEX consolidated US federal tax return or in any state or local combined tax
returns. As such, any equivalent payments will no longer be made to NYNEX
CableComms by NYNEX for any future losses generated. For periods after June 14,
1995, NYNEX UK CableComms Holdings Inc. and its US subsidiaries will be treated
as a consolidated group of corporations for US tax return purposes. However,
neither UK CableComms nor US CableComms will be consolidated with UK Holdings or
its subsidiaries for US tax purposes. As a result, UK CableComms and US
CableComms will file their own US federal tax returns. Therefore no tax benefit
arose in the first six months of 1996. Of the pound sterling 12.8 million tax
benefit for the first six months of 1995, pound sterling 6.2 million was
attributable to a deferred tax credit in the period. The balance was primarily
attributable to losses in the period.
FOREIGN EXCHANGE
All of NYNEX CableComms' revenues are denominated in pounds sterling. Although
the majority of NYNEX CableComms' operating expenses are incurred in pounds
sterling, NYNEX CableComms purchases certain of its network materials,
equipment and the services of seconded NYNEX employees in US dollars. During
the first six months of 1996 and 1995, NYNEX CableComms did not experience
significant gains or losses as a result of fluctuations in the exchange rate of
currencies. To date, NYNEX CableComms has not used foreign currency hedging
instruments to reduce its exposure to foreign exchange fluctuations.
CAPITAL RESOURCES, CASH FLOWS AND LIQUIDITY
Significant additional capital expenditures are required to construct the
remaining portions of NYNEX CableComms' network. Under the terms of current
licenses, NYNEX CableComms is required to construct cable television systems
passing an additional 1.1 million premises by the end of 2000, in accordance
with a series of prescribed intermediate milestones for each of its franchises.
NYNEX CableComms expects to have significant capital requirements for the
foreseeable future, expecting to make capital expenditures of approximately
pound sterling 1.0 billion over the three-year period beginning January 1, 1996.
By the end of this three year period, NYNEX CableComms intends to have largely
completed network construction in its existing franchises. During the first six
months of 1996, capital expenditures were pound sterling 160.7 million.
21
<PAGE> 23
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995
FINANCING OF NYNEX CABLECOMMS
At June 30, 1996, NYNEX CableComms had available pound sterling 533.3 million of
undrawn debt facilities, which are available subject to NYNEX CableComms passing
a certain number of homes. In addition, NYNEX has entered into a credit
facility with NYNEX CableComms to make available a credit facility of pound
sterling 200.0 million. NYNEX CableComms may make drawings under this facility
at any time after June 1, 1996 and amounts borrowed may remain outstanding until
1998. No drawings have been made on this facility.
The financing of NYNEX CableComms is described in Notes D and E to the unaudited
Combined Financial Statements. The North limited partner has contributed pound
sterling 131.3 million and pound sterling 110.0 million to the North Partnership
at June 30, 1996 and 1995, respectively, and has provided a further pound
sterling 197.1 million and pound sterling 91.7 million in financing to the
Northern Operating Companies under the North Credit Facility at those dates,
respectively. The South limited partner has contributed pound sterling 80.4
million and pound sterling 69.8 million to the South Partnership at June 30,
1996 and 1995, respectively, and has provided a further pound sterling 86.1
million and pound sterling 5.4 million in financing to the Southern Operating
Companies under the South Credit Facility at those dates, respectively.
CASH FLOWS AND LIQUIDITY
NYNEX CableComms had net cash used in operating activities of pound sterling 2.4
million and pound sterling 16.1 million for the first six months of 1996 and
1995, respectively.
Net cash used in investing activities was pound sterling 160.7 million and pound
sterling 195.5 million for the first six months of 1996 and 1995, respectively,
for expenditures on constructing the network and associated capital
expenditures.
Net cash provided by financing activities was pound sterling 157.9 million and
pound sterling 206.2 million for the first six months of 1996 and 1995,
respectively. In the first six months of 1995, NYNEX made capital contributions
of pound sterling 5.3 million to NYNEX CableComms. Capital contributions by
NYNEX to NYNEX CableComms ceased on March 31, 1995 when the financing
arrangements for the South were reorganized. After this date, all funding by
NYNEX has been through the North and the South limited partners. No capital
contributions were made by the North and South limited partners during the first
six months of 1996.
During the first six months of 1996, the Northern Operating Companies and
Southern Operating Companies borrowed pound sterling 157.9 million under the
credit facilities which are detailed in Note D to the unaudited Combined
Financial Statements.
22
<PAGE> 24
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995
OTHER MATTERS
REGULATORY ISSUES
(I) NUMBER PORTABILITY
Number portability allows customers to retain their telephone number when
changing telephone operators. Previously customers using NYNEX CableComms' or
any other cable operator's telecommunications service had to change their
telephone number. On May 22, 1996, NYNEX CableComms became the first company
in the UK to launch a commercial number portability service. The franchise
chosen for release of the product was Derby. The remainder of the NYNEX
franchises are expected to have number portability in place in the third
quarter of 1996.
(II) PRICE CONTROL REVIEW
Since December 1995, the Office of Telecommunications ("OFTEL"), has been
consulting on the BT retail price control to replace the current retail price
index (RPI) minus 7.5% regime that will expire on July 31, 1997. OFTEL is also
seeking to install a new interconnect regime based on long run incremental
costs. On June 3, 1996, OFTEL announced its final proposal for BT's retail
price cap. This is a four year cap, commencing on August 1, 1997, set at
RPI-4.5% on the bottom 80% of residential customers by telecommunications
expenditure. Small business customers will be subject to a cap limiting
increases in line rentals to RPI+0% and with access to the same reductions in
call price charges as for residential customers. OFTEL has stated that this
will be the last retail price control. A final decision on the network cap has
been delayed until early 1997 to allow more work to be performed on the
incremental cost base. Modifications to BT's license putting into affect the
proposed changes, as well as a condition that enables OFTEL to effectively
address anti-competitive behavior, were presented to the BT Board on July 18,
1996. These received acceptance by BT, with certain substantive alterations.
OFTEL are now undertaking a further statutory consultation on the proposed
alterations. Provided there are no further changes, BT's licence will be
modified by the end of the third quarter of 1996.
23
<PAGE> 25
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995
(III) INTERNATIONAL CONSULTATION
In March 1996, the Department of Trade and Industry (DTI) released a
consultative document that proposed the licensing of additional facilities-based
operators in the international call market. On June 9, 1996, following
examination of the responses to the consultation document, the UK Government
announced the liberalization of international facilities on all country routes.
Previously, only BT and Mercury were licensed to own and operate international
facilities from the UK. The first group of license applications have been
submitted to the DTI and a consultation on the form of the license is due to
commence in the third quarter 1996. Additional international facilities
operators should be licensed before the end of 1996.
(IV) REVIEW OF MERCURY LICENSE
In December 1995, OFTEL consulted on proposals for changes to the Public
Telephone Operator license of Mercury Communications Limited which would give
Mercury greater freedom to compete. On June 25, 1996, Mercury's license was
modified effecting OFTEL's proposed changes.
(V) COMPETITION IN TELECOMMUNICATIONS SERVICES
In February 1996, OFTEL introduced a consultation document outlining proposals
for the encouragement of the provision of enhanced services across
telecommunications networks. In June 1996, OFTEL published its final proposals,
which allow BT to price its services to other service providers at standard
retail prices less the avoidable costs of serving such providers. The BT
license modifications implementing the changes will form a part of the
resolution of the Price Control Review proposals presented to BT in the third
quarter of 1996.
24
<PAGE> 26
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995
(VI) OFT DECISION IN BSKYB REVIEW.
The UK Office of Fair Trading ("OFT") has completed its comprehensive review of
BSkyB's position in the pay TV market and the supply in the UK of programming
and related services at the wholesale level.
In findings published on July 24, 1996, the OFT concluded, among other things,
that barriers to entry resulting from BSkyB's powerful position in the
wholesale pay TV market raise concerns that "although BSkyB is not acting
anti-competitively, the competitive process is being impaired".
To address the situation, the OFT has secured new informal undertakings
pursuant to which BSkyB has agreed (a) to submit a proposed new wholesale price
list and discount structure (the New Rate Card) to the OFT by July 31, 1996 for
consultation with the cable industry and OFT approval; (b) to permit
flexibility to cable operators, for which variable prices will be set forth in
the New Rate Card, to purchase BSkyB's Basic Channels which can be provided on
an unbundled basis to a range of between 80 and 100 percent of a cable
operator's subscriber base; and (c) to limit the number and nature of so-called
"Bonus" Channels that can be linked to the purchase of other channels. Sixty
days after approval by the OFT, BSkyB's wholesale pricing to cable operators
without existing fixed term contracts must be in accordance with the New Rate
Card. Cable operators with existing fixed term contracts with BSkyB, such as
NYNEX CableComms, may continue under those contracts until their expiry or opt
for the New Rate Card pricing and discount structure.
In connection with its BSkyB review announcement, the OFT also formally
recognised that the programming agreement entered into by NYNEX CableComms and
BSkyB during the second quarter of 1995, which it had been reviewing under the
UK Restrictive Trade Practices Act 1976, has been amended to address the
competition concerns of the OFT.
SUBSEQUENT EVENTS
NYNEX Corporation ("NYNEX"), the majority shareholder in NYNEX CableComms, and
Bell Atlantic Corporation ("Bell Atlantic"), have previously announced an
intention to merge.
On July 2, 1996, NYNEX and Bell Atlantic executed an amendment to their
definitive merger agreement, effecting a technical change in the transaction
structure of the merger of equals announced on April 22, 1996. As amended, the
agreement provides that a newly formed subsidiary of Bell Atlantic will merge
with and into NYNEX, thereby making NYNEX a wholly
25
<PAGE> 27
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995
owned subsidiary of Bell Atlantic. There is no change in the fundamental
elements of the proposed merger. The exchange ratio for shares is restated to
reflect the difference in the transaction. Each NYNEX shareholder will receive
0.768 shares of Bell Atlantic common stock in exchange for one share of NYNEX
common stock. The purpose of the amendment to the merger agreement is to
expedite the regulatory approval process by eliminating the need to obtain
congressional approval of the merger under a 1913 District of Columbia
"anti-merger" law. The merger, which is expected to qualify as a pooling of
interests for accounting purposes, is subject to a number of conditions,
including regulatory approvals, the approval of the shareholders of both NYNEX
and Bell Atlantic, and receipt of opinions that the merger will be tax free,
except, in the case of NYNEX shareholders, for tax payable because of cash
received for a fractional share and the payment by NYNEX of certain transfer
taxes on behalf of its shareholders. The transaction is expected to close by
April 1997.
It is expected that the new combined NYNEX and Bell Atlantic will recognize
recurring expense savings of approximately $600 million annually by the third
year following the consummation of the merger as a result of consolidating
operating systems and other administrative functions and reducing management
positions. Of these savings, $300 million is expected to be achieved in the
first year following the consummation of the merger with an additional $150
million in each of the two succeeding years. Annual capital expenditures for
the new combined NYNEX and Bell Atlantic should reflect approximately $250 to
$300 million of incremental purchasing efficiencies. As a result of the merger,
the merged NYNEX and Bell Atlantic is expected to incur certain transition and
integration charges of approximately $500 million in the first year following
the consummation of the merger. An additional $200 to $400 million in charges
are anticipated over the two succeeding years.
Information contained above with respect to the expected financial impact of
the proposed merger is forward-looking. These statements represent NYNEX's and
Bell Atlantic's reasonable judgement with respect to future events and are
subject to risks and uncertainties that could cause actual results to differ
materially. Such factors include: materially adverse changes in economic
conditions in the markets served by NYNEX and Bell Atlantic; substantial delay
in the expected closing of the merger; competition from others in the local
exchange and toll service markets; and the timing of entry and profitability of
the new combined NYNEX and Bell Atlantic in the long distance and video
markets.
26
<PAGE> 28
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
OPERATING STATISTICS - SECOND QUARTER 1995
(UNAUDITED)
THE FOLLOWING TABLE SUMMARIZES INFORMATION SET OUT IN MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS:
<TABLE>
<CAPTION>
NET ADDITIONS
3 MONTHS TO 3 MONTHS TO 6 MONTHS TO 6 MONTHS TO
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
CABLE TELEVISION:
Homes passed and marketed 84,402 92,352 161,741 156,184
Cable television customers 15,238 16,198 29,845 24,607
RESIDENTIAL TELECOMMUNICATIONS:
Homes passed and marketed 98,621 116,032 186,763 175,690
Residential lines connected 28,001 35,601 63,685 53,261
BUSINESS TELECOMMUNICATIONS:
Business lines connected 3,859 2,544 7,765 3,711
</TABLE>
<TABLE>
<CAPTION>
CUMULATIVE
JUNE 30, JUNE 30, DECEMBER 31,
1996 1995 1995
TOTAL TOTAL TOTAL
<S> <C> <C> <C>
Homes passed 1,491,591 879,420 1,201,471
Businesses passed 68,297 31,917 51,761
--------- ------- ---------
Total premises passed 1,559,888 911,337 1,253,232
========= ======= =========
CABLE TELEVISION:
Homes passed and marketed 1,156,658 780,275 994,917
Average monthly revenue per customer pound sterling 22.95 pound sterling 21.25 pound sterling 21.59
Basic customers 226,849 146,575 197,004
Penetration rate 19.6% 18.8% 19.8%
Pay to basic ratio 197.1% 154.9% 209.3%
Churn rate 30.6% 28.6% 29.4%
RESIDENTIAL TELECOMMUNICATIONS:
Homes passed and marketed 1,132,565 676,721 945,802
Average monthly revenue per customer pound sterling 19.49 pound sterling 20.74 pound sterling 19.52
Residential lines connected 296,236 152,215 232,551
Penetration rate 26.2% 22.5% 24.6%
Churn rate 16.8% 15.3% 17.5%
BUSINESS TELECOMMUNICATIONS:
Businesses passed and marketed 34,155 25,073 30,450
Average monthly revenue per customer pound sterling 50.41 pound sterling 46.73 pound sterling 46.82
Business lines connected 22,025 9,022 14,260
Average number of lines per customer 3.7 2.3 2.8
</TABLE>
27
<PAGE> 29
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
PART II - OTHER INFORMATION
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NYNEX CableComms Group PLC ("UK CableComms")
The Annual General Meeting of shareholders of UK CableComms, was
held on May 8, 1996. The Directors' Report and Accounts for the
year ended December 31, 1995 were received and adopted by the
indicated votes:
<TABLE>
<CAPTION>
% of Shares Voted
-----------------
<S> <C> <C>
For: 669,443,783 shares 99.98
Against: 10,464 shares -
Abstain: 118,506 shares 0.02
</TABLE>
The re-appointment of Coopers & Lybrand as UK auditors and Coopers
& Lybrand L.L.P. as US auditors and authorization for the Directors
to fix their remuneration were ratified by the indicated votes:
<TABLE>
<CAPTION>
% of Shares Voted
-----------------
<S> <C> <C>
For: 669,439,800 shares 9.98
Against: 127,332 shares 0.02
Abstain: 5,621 shares -
</TABLE>
The following directors were re-elected to the Board by the
indicated votes:
<TABLE>
<CAPTION>
For %* Withheld %*
--- ---- -------- ----
<S> <C> <C> <C> <C>
John F. Killian 669,535,710 99.99 37,043 0.01
Nicholas Mearing-Smith 669,536,565 99.99 36,188 0.01
Sir Michael Checkland 669,528,084 99.99 44,669 0.01
John Rennocks 669,535,171 99.99 37,582 0.01
</TABLE>
*% of shares voted
28
<PAGE> 30
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
The following Directors had terms of office as Directors continuing
after the date of the Annual General Meeting:
Richard W. Blackburn Jeffrey A. Bowden
Robert T. Anderson Alan Z. Senter
The Directors were generally and unconditionally authorized to
exercize all or any powers of the Company to allot relevant
securities (within the meaning of Section 80 of the Companies Act
1985) up to an aggregate nominal amount of 30,833,333 in
substitution for previous authorities, except to the extent
utilized at the date of this Resolution, by the indicated votes:
<TABLE>
<CAPTION>
% of Shares Voted
-----------------
<S> <C> <C>
For: 669,469,955 99.99
Against: 85,592 0.01
Abstain: 17,206 -
</TABLE>
The Directors were authorized to allot additional securities under
certain circumstances without further shareholder approval, by the
indicated votes:
<TABLE>
<CAPTION>
% of Shares Voted
-----------------
<S> <C> <C>
For: 669,456,039 99.99
Against: 94,882 0.01
Abstain: 21,832 -
</TABLE>
No shareholders presented any proposals at the Meeting.
NYNEX CableComms Group Inc. ("US CableComms")
The Annual Meeting of shareholders of US CableComms was held on May
8, 1996.
The re-appointment of Coopers & Lybrand as UK auditors and Coopers
& Lybrand L.L.P. as US auditors and authorization for the directors
to fix their remuneration were ratified by the indicated votes:
<TABLE>
<CAPTION>
% of Shares Voted
-----------------
<S> <C> <C>
For 677,474,019 99.98
Against: 130,390 0.02
Abstain: 6,350 -
</TABLE>
29
<PAGE> 31
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
The following Directors were re-elected to the Board by the
indicated votes:
<TABLE>
<CAPTION>
For %* Withheld %*
--- ---- -------- ----
<S> <C> <C> <C> <C>
John F. Killian 677,571,917 99.99 38,842 0.01
Nicholas Mearing-Smith 677,573,282 99.99 37,477 0.01
Sir Michael Checkland 677,565,437 99.99 45,322 0.01
John Rennocks 677,573,378 99.99 37,381 0.01
</TABLE>
*% of shares voted
The following Directors had terms of office as Directors continuing
after the date of the Annual Meeting:
Richard W. Blackburn Jeffrey A. Bowden
Robert T. Anderson Alan Z. Senter
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S> <C>
10.1 Standard Interconnect Agreement dated May 13, 1996 between
British Telecommunications plc ("BT") and NYNEX CableComms
Derby. (Identical agreements have been entered into between
BT and fifteen other affiliates of the Registrants.)
10.2 Transition Agreement dated May 13, 1996 between BT and NYNEX
CableComms Bolton. ( Identical agreements have been entered
into between BT and fifteen other affiliates of the
Registrants.)
27 Financial Data Schedule
</TABLE>
(B) REPORTS ON FORM 8-K
No report on Form 8-K was filed by the registrant during the
quarter for which this report is filed.
30
<PAGE> 32
FORM 10-Q
NYNEX CABLECOMMS GROUP PLC AND
NYNEX CABLECOMMS GROUP INC.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned officers thereunto duly authorized.
NYNEX CABLECOMMS GROUP PLC
---------------------------
(Registrant)
Nicholas Mearing-Smith
Date: August 7, 1996 Chief Financial Officer
NYNEX CABLECOMMS GROUP INC.
---------------------------
(Registrant)
Nicholas Mearing-Smith
Date: August 7, 1996 Chief Financial Officer
31
<PAGE> 33
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.1 Standard Interconnect Agreement dated May 13, 1996 between
British Telecommunications plc ("BT") and NYNEX CableComms
Derby. (Identical agreements have been entered into between
BT and fifteen other affiliates of the Registrants.)
10.2 Transition Agreement dated May 13, 1996 between BT and NYNEX
CableComms Bolton. ( Identical agreements have been entered
into between BT and fifteen other affiliates of the
Registrants.)
27 Financial Data Schedule
<PAGE> 1
DATED 1996
STANDARD
INTERCONNECT AGREEMENT
BETWEEN
NYNEX CABLECOMMS DERBY
AND
BRITISH TELECOMMUNICATIONS PLC
________________________________________________________________________________
PAGE 1 of 30
<PAGE> 2
INDEX
1 Definitions and Interpretation
2 Commencement and Duration
3 Interconnection and Standards
4 System Alteration
5 Scope
6 Quality of Service
7 Transfer Charge Calls
8 New Services
9 Forecasts and Capacity
10 Provision of Information
11 CLI
12 BT Services
13 Operator Services
14 Charges and Payment
15 Billing
16 System Protection and Safety
17 Approved Attachments and Customer Equipment
18 Numbering
19 Review
20 Determination
21 Confidentiality
22 Force Majeure
23 Limitation of Liability
24 Intellectual Property Rights
25 Assignment
26 Disputes
27 Breach, Suspension and Termination
28 Notices
29 Entire Agreement
30 Variations
31 Waiver
32 Restrictive Trade Practices
33 Independent Contractors and Agency
34 Severability
35 Governing Law
________________________________________________________________________________
PAGE 2 of 30
<PAGE> 3
SPECIFICATIONS
Generic Electrical & Physical Interface Specification
Generic C7 Signalling Interface Specification
Generic Transmission Interface Specification
Generic SDH Interface Specification
ANNEXES
Annex A Planning and Operations
Annex B Billing and Payment
Annex C Schedules
Annex D Definitions
________________________________________________________________________________
PAGE 3 of 30
<PAGE> 4
THIS AGREEMENT is made the day of 1996
between
NYNEX CABLECOMMS DERBY registered in England No.2387713 having its registered
office at The Tolworth Tower, Ewell Road, Surbiton, Surrey KT6 7ED
and
BRITISH TELECOMMUNICATIONS PUBLIC LIMITED COMPANY registered in England No.
1800000 having its registered office at 81 Newgate Street, London, EC1A 7AJ.
WHEREAS
A A licence was granted to the Operator on 3 September 1990 under
section 7 of the Telecommunications Act 1984 to run the Operator
System.
B A licence was granted to British Telecommunications on 22 June 1984
under section 7 of the Telecommunications Act 1984 to run its
telecommunication system and pursuant to paragraph 20 of schedule 5 to
such Act such licence has effect as if granted to BT to run the BT
System.
C The Parties have agreed to connect the Operator System to the BT
System and to the supply of services and facilities, on the terms and
conditions of this Agreement.
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1.78 In this Agreement, except if the context requires otherwise, words and
expressions are as defined in Annex D.
1.2 The Interpretation Act 1978 shall apply for the purpose of
interpreting this Agreement as if this Agreement were an Act of
Parliament.
1.3 The following documents form part of this Agreement and, in the
event of any inconsistencies between them, the order of precedence
shall (unless expressly stated to the contrary) be as follows:
1. main body of this Agreement
2. Annex D
3. Annexes A and B
4. Specifications
5. Annex C
6. Carrier Price List
________________________________________________________________________________
PAGE 4 of 30
<PAGE> 5
1.4 It is hereby expressly agreed that the Manuals, the Technical Master
Plan and the Customer Service Plan are not legally binding.
2. COMMENCEMENT AND DURATION
2.1 This Agreement takes effect on the date hereof and shall continue
until:
2.1.1.78 either Party ceases to hold a licence granted to it pursuant to
section 7 of the Act to run a Telecommunication System; or
2.1.2 termination pursuant to this Agreement.
2.2 A Party may terminate this Agreement by giving at any time to the
other not less than 24 months' written notice to terminate.
2.3 After a notice has been given pursuant to paragraph 2.2 a Party may
request the other Party to carry on good faith negotiations with a
view to entering into a new agreement.
2.4 Following a request pursuant to paragraph 2.3, if, on termination of
this Agreement either Party would be obliged under its Licence to
enter into a new interconnection agreement with the other Party then
the Parties shall carry on good faith negotiations with a view to
entering into a new agreement to take effect on termination of this
Agreement.
3. INTERCONNECTION AND STANDARDS
3.1 The Parties shall connect and keep connected the BT System and the
Operator System at Points of Connection using Customer Sited
Interconnect or In-span Interconnect in accordance with this Agreement
(to such extent permitted by the Operator Licence).
3.2 If this Agreement does not contain a Schedule for the joint provision
by the Parties of In-span Interconnect and BT notifies the Operator
that BT requires Capacity between particular Switch Connections on a
particular date, the Operator shall include such Capacity in its next
Capacity Profile. The Operator shall place a Capacity Order in a
timely manner for such Capacity by way of Customer Sited Interconnect
between the same Switch Connections, being an order for not less than
the Capacity required by BT. No such Capacity Order shall be cancelled
nor any resulting Interconnect Link rearranged by the Operator without
BT's written consent. The provisions relating to payment for duct for
such Interconnect Links shall not apply and the Capacity by way of
Customer Sited Interconnect provided pursuant to this paragraph shall,
unless otherwise agreed, be used solely for Traffic Types for which BT
has responsibility pursuant to Annex A.
3.3 Each Party shall comply with the Specifications.
________________________________________________________________________________
PAGE 5 of 30
<PAGE> 6
3.4 In the practical implementation of the Specifications relating to the
interconnection of the BT System and the Operator System the Parties
shall apply standards and operating guidelines which in the first
instance have due regard to the following in the order of precedence
specified below:
3.4.1 any legal requirements imposed upon each of them including
requirements arising from Condition 13B of the BT Licence and the
equivalent Condition of the Operator Licence; and
3.4.2 any relevant specification notified by the Director General in
implementation of the recommendations of the NICC; and
3.4.3 any recommendations by ETSI; and
3.4.4 any recommendations by ITU-T; and
3.4.5 the GSM memorandum of understanding (where applicable)
4. SYSTEM ALTERATION
4.1 A Party wishing to make a System Alteration shall give to the other
Party not less than 7 months written notice prior to the date of the
anticipated System Alteration. The notice shall specify the technical
details of the System Alteration and the date of the anticipated
System Alteration. Following such notification each Party shall supply
to the other such information as the other may reasonably request
including in the case of the Party giving the notice, to the extent
reasonably practicable, the potential impact on the other Party's
System.
4.2 The Party receiving the notice pursuant to paragraph 4.1 shall notify
the other as soon as practicable, but in any event not more than one
month after receipt of such notice, of any alterations required to
that Party's System as a result of the proposed System Alteration and,
if the provisions in paragraph 4.6 do not apply, a quotation for the
cost of such alterations calculated on the basis of the minimum cost
consistent with good engineering practice.
4.3 If the Party giving the notice pursuant to paragraph 4.1 agrees the
alterations required to the other Party's System and agrees the
quotation (if any), the Parties shall agree a plan within three months
of receipt of the notice referred to in paragraph 4.2 to implement the
System Alteration and the other Party shall carry out such alterations
in accordance with the agreed plan.
4.4 If the provisions in paragraph 4.6 do not apply, and if the Party
giving the notice pursuant to paragraph 4.1 does not agree the
alterations required and/or the quotation (if any), that Party shall
so notify the other Party, and the Parties agree to treat the matter
as a Dispute. The Party giving the notice pursuant to paragraph 4.1
shall not implement the relevant System Alteration until the Dispute
is resolved.
________________________________________________________________________________
PAGE 6 of 30
<PAGE> 7
4.5 On completion of the relevant alteration the Party receiving the
notice pursuant to paragraph 4.1 shall invoice the other Party for
such alteration for an amount not exceeding the agreed quotation.
4.6 Each Party shall pay its own costs arising out of the System
Alteration if:
4.6.1 the Parties agree in writing to change their respective Systems for
their mutual benefit; or
4.6.2 the System Alteration is lawfully directed by the Director General who
also lawfully directs each Party to pay its own costs; or
4.6.3 the System Alteration is unanimously agreed by NICC; or
4.6.4 the altering Party is BT and the System Alteration is a change to the
signalling system, which change is consistent with an upgrade path
agreed by NICC.
4.7 The Parties shall amend the Specifications prior to a System
Alteration.
4.8 If a Party makes a System Alteration it shall ensure that Calls handed
over from the other Party are not prevented to any greater extent or
hindered in any manner different from the generality of Calls made by
the altering Party's Customers.
5. SCOPE
5.1 The Parties shall convey Calls and provide the services and facilities
pursuant to the Schedules.
5.2 For the avoidance of doubt and notwithstanding the interconnection of
the BT System and the Operator System neither Party shall hand over to
the other Party, nor have an obligation to convey Calls of any
category, unless the other Party has agreed to convey Calls of that
category and there is express provision to convey Calls of that
category in a Schedule.
5.3 Neither Party shall be obliged to provide or be entitled to access
Ancillary Services unless there is express provision for the
particular Ancillary Service in a Schedule.
6. QUALITY OF SERVICE
6.1 BT shall use reasonable endeavours to meet the Target Performance,
applicable at the time of provision of the relevant Standard Service,
specified in the Quality Schedule.
________________________________________________________________________________
PAGE 7 of 30
<PAGE> 8
7. TRANSFER CHARGE CALLS
7.1 If having been allocated an entire NNG the Operator has the exclusive
use of that NNG and requests BT not to offer Transfer Charge Calls to
Operator Customers on such NNG then subject to the Operator:
7.1.1.78 taking reasonable steps to ensure that Operator Customers on such NNGs
do not accept or agree to pay for Transfer Charge Calls; and
7.1.2 giving BT written notice that the Operator does not wish Transfer
Charge Calls to be conveyed to the relevant NNG;
BT shall instruct BT Operators not to make available Transfer Charge
Calls to Operator Customers on such NNG, request operators of
Authorised Overseas Systems not to make available Transfer Charge
Calls to Operator Customers on such NNG, and request Third Parties who
run Telecommunication Systems that provide public switched telephony
within the United Kingdom pursuant to licences granted under the Act,
other than licences available to classes of persons, not to make
available Transfer Charge Calls to Operator Customers on such NNG.
7.2 If the Operator has complied with the provisions of paragraph 7.1, the
Operator shall be released from any obligation to pay for Transfer
Charge Calls conveyed to the relevant NNG 28 Working Days after the
date of receipt of the notice pursuant to paragraph 7.1.2.
7.3 If BT releases the Operator from the obligation to pay for any
Transfer Charge Call pursuant to paragraph 7.2, the Operator shall
release BT from the obligation to pay the Operator for the conveyance
of such Call.
8. NEW SERVICES
8.1 Either Party may, at any time, request from the other Party an
agreement to interconnect their respective Systems for the provision
of any service or facility which the other Party provides under
interconnection agreements to Third Party Operators which, in the case
of a request to:
8.1.1.78 BT, is an agreement which BT is required to enter into under Condition
13 of the BT Licence; or
8.1.2 the Operator, is an agreement which the Operator is required to enter
into under the equivalent Condition of the Operator Licence.
8.2 BT shall, following a request by the Operator, offer to enter into an
agreement to interconnect the Parties' respective Systems for the
provision of the service or facility to the Operator on BT's then
current standard terms. Upon acceptance of such offer, this Agreement
shall be amended by the addition of a Schedule containing the terms
applicable to such service or
________________________________________________________________________________
PAGE 8 of 30
<PAGE> 9
facility or, if appropriate, the Parties shall agree and enter into a
new interconnection agreement.
8.3 The Operator shall, following a request by BT, enter into good
faith negotiations with BT to agree terms for interconnection of the
Parties' respective Systems for the provision of the service or
facility by the Operator to BT on like terms to those available from
the Operator to Third Party Operators. Upon terms being agreed, this
Agreement shall be amended to give effect to the agreed terms or, if
appropriate, the Parties shall agree and enter into a new
interconnection agreement.
8.4 If a Party requests from the other Party an agreement for
interconnection for the provision of a service or facility which is
not made available by such other Party to Third Party Operators and
such agreement is one which, if BT is the other Party, BT is required
to enter into under Condition 13 of the BT Licence or, if the Operator
is the other Party, the Operator is required to enter into under the
equivalent Condition of the Operator Licence, the Parties shall enter
into good faith negotiations to enter into an agreement for
interconnection for the provision of such service or facility in
accordance with paragraphs 8.5 - 8.9 (inclusive) or otherwise as the
Parties may agree.
8.5 The Party requesting the other Party under paragraph 8.4 (the
"Requesting Party") shall provide at the time of such request the
other Party (the "Requested Party") with a written statement of its
requirements addressing the matters contained in the New Services
Manual.
8.6 Not later than 5 Working Days after receipt by the Requested Party of
the statement of requirements, the Requested Party shall acknowledge
such receipt in writing.
8.7 Not later than 30 calendar days after the acknowledgement under
paragraph 8.6, the Requested Party shall confirm whether or not the
statement of requirements is sufficient for the purpose and, if not,
the Requested Party shall request and the Requesting Party shall
provide such further clarification of the statement of requirements as
the Requested Party may reasonably require. The Parties shall use
their reasonable endeavours to ensure that the Requested Party shall
be in a position to confirm the sufficiency of the statement of
requirements (with clarification, if any) within such 30 calendar day
period.
8.8 Subject to the Requested Party confirming the sufficiency of the
Requesting Party's statement of requirements under paragraph 8.7, the
Requested Party shall not later than:
8.8.1 60 calendar days after the acknowledgement under paragraph 8.6,
confirm in writing to the Requesting Party whether it accepts an
obligation to enter into an agreement to meet those requirements in
accordance with the cost and other principles embodied in the
Requested Party's Licence; and
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<PAGE> 10
8.8.2 if it does accept an obligation to do so, 75 calendar days after the
acknowledgement under paragraph 8.6, endeavour to agree with the
Requesting Party a plan which addresses:
8.8.2.1 the testing of the feasibility of the requirements and, if so
feasible, the implementation of those requirements;
8.8.2.2 the terms and conditions, including price, applicable to the
requirements; and
8.8.2.3 any other relevant matter.
8.9 If the Requested Party does not accept under paragraph 8.8.1 an
obligation to meet the Requesting Party's requirements or the
Requested Party does accept under paragraph 8.8.1 an obligation to
meet the Requesting Party's requirements but the Parties fail to agree
on any aspect of the plan within the timescale referred to in
paragraph 8.8.2, then the Requesting Party without prejudice to its
other rights and remedies may immediately request a determination from
the Director General under the provisions of the Requested Party's
Licence.
8.10 If the Requested Party does not accept under paragraph 8.8.1 an
obligation to meet the Requesting Party's requirements, negotiations
to agree terms for interconnection for the provision of the service or
facility may nevertheless continue, whether by further clarification
of the statement of requirements or otherwise and without prejudice to
the Requesting Party's right to request a determination from the
Director General as referred to in paragraph 8.9.
9. FORECASTS AND CAPACITY
9.1 The Parties shall supply to each other forecasts in accordance with
Annex A and as may be required in a Schedule.
9.2 The Parties shall order and provide Capacity in accordance with Annex
A and as may be required in a Schedule.
10. PROVISION OF INFORMATION
10.1 Each Party shall provide free of charge, one copy of the information
specified in paragraph 10.3 of the main body and in paragraphs 3, 7
and 16 of Annex A, and such other information as is reasonably
required from time to time by the other Party for interconnection of
the Systems and the provision of services or facilities pursuant to
this Agreement.
10.2 Each Party shall promptly supply to the other upon request details of
services and facilities which it provides to its Customers to which
paragraph 8 may apply.
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10.3 Subject to a Party's obligations of confidentiality to a Third Party,
a Party may request and the other Party shall provide information on
protocols in use by that other Party which are required for
interconnection, conveyance of Calls or the provision of services
specified in this Agreement between the BT System and the Operator
System if such other Party has relevant information and the provision
of such information is necessary as a consequence of the absence of
international standards.
10.4 Notwithstanding any provision of this Agreement a Party shall not be
obliged to provide information which is subject to a confidentiality
obligation to a Third Party unless such Third Party consents to such
disclosure.
10.5 The Disclosing Party will use reasonable endeavours to ensure that
information disclosed is correct to the best of its knowledge at the
time of provision of such information.
10.6 If a Disclosing Party provides information to a Receiving Party, the
Disclosing Party shall have obtained all appropriate Third Party
consents.
10.7 Subject to paragraph 23, the Receiving Party shall indemnify the
Disclosing Party and keep it indemnified against all liabilities,
claims, demands, damages, costs and expenses arising as a consequence
of any failure by the Receiving Party to comply with the conditions
imposed and identified at the time when the information was provided.
10.8 Nothing in this Agreement shall require a Party to do anything in
breach of any statutory or regulatory obligation of confidentiality,
including without prejudice to the generality of the foregoing, any
obligation pursuant to the Data Protection Act 1984, the BT Licence or
the Operator Licence as appropriate or any code of practice on the
confidentiality of customer information issued by the Director
General.
11. CLI
11.1.78 If a Party's System requests CLI from the other System the originating
System shall generate and convey CLI to the System requesting it to
the extent that the originating System has such a capability.
11.2 A Party whose System receives CLI following a request pursuant to
paragraph 11.1.78 shall only use the CLI for the following purposes:
11.2.1 routing Calls; and
11.2.2 compilation of inter Party bills; and
11.2.3 agreed administrative use in accordance with accepted industry
practice from time to time which includes, at the date of this
Agreement, call trace, malicious call identification, compilation of
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statistics relating to call origin and PRS Fraud prevention and
detection; and
11.2.4 display to Customers subject to compliance with the "Code of Practice"
as referred to in the definition of CLI in Annex D as such code may be
amended or replaced from time to time.
11.3 A Party conveying Calls handed over from a Third Party System or an
Authorised Overseas System shall convey, to the extent received, the
CLI associated with those Calls.
11.4 Notwithstanding other provisions of this Agreement a Party may use CLI
to pass telephone numbers to Emergency Organisations.
11.5 The cost of generating and conveying CLI is included in the relevant
conveyance rates for Calls. Neither Party shall apply additional
charges for CLI.
11.6 If a Party desires to charge separately for the generation or
conveyance of CLI such Party may initiate a review of this paragraph
11 pursuant to paragraph 19.1.3 on 1 April 1997 and each 1 April
thereafter.
11.7 If there is a change in applicable law or regulation materially
affecting the operation of CLI, the Parties shall change the operation
of CLI to the extent necessary to comply with the applicable law or
regulation.
12 BT SERVICES
12.1 If, at the commencement of the Financial Year In Question, the
Director General has not determined the Interim Charge for a Standard
Service (other than a Competitive Standard Service), the Pre-Interim
Charge for that Standard Service shall be the same as the Interim
Charge (or the Actual Charge, if applicable, for the relevant period)
for that Standard Service for the Financial Year immediately preceding
the Financial Year In Question provided always that such Interim
Charge has been determined for such immediately preceding Financial
Year.
12.2 If, for the Financial Year In Question, the Director General has not
determined, before 1 July of such year, the Interim Charge for a
Standard Service (other than a Competitive Standard Service) referred
to the Director General pursuant to Condition 16B.2 of the BT Licence,
BT shall, as soon as reasonably practicable following publication in
the Carrier Price List of the determined Interim Charge for the
Financial Year In Question, adjust and recalculate the charges in
respect of such Standard Service for the Financial Year In Question
using the determined Interim Charge and calculate any sum overpaid or
underpaid.
12.3 As soon as reasonably practicable following a determination by the
Director General of a charge (or the means of calculating that charge)
for a Standard
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Service, BT shall make any necessary alterations to the Carrier Price
List so that it accords with the full list of Standard Services
maintained by BT pursuant to Condition 16B.8 of the BT Licence and
shall send a copy of the alterations to the Carrier Price List to the
Operator as soon as reasonably practicable.
12.4 After the Director General has determined the Final Charge (or the
means of calculating that charge) for a Standard Service, BT shall, as
soon as reasonably practicable following publication in the Carrier
Price List of the determined Final Charge for the Financial Year In
Question, adjust and recalculate the charges in respect of such
Standard Service for the Financial Year In Question in accordance with
the provisions of Condition 13.5A.3B of the BT Licence and calculate
the interest for any sums overpaid or underpaid in accordance with the
Oftel Interest Rate. For the purposes of this paragraph 12.4
Pre-Interim Charges shall be treated as Interim Charges.
12.5 If the Director General determines that a Standard Service is a
Competitive Standard Service, BT may, specify and vary from time to
time, the charge for such Competitive Standard Service by publication
in the Carrier Price List and such charge shall take effect on the
Effective Date being a date not earlier than the date of such
publication. If BT increases the price of a Competitive Standard
Service the Effective Date shall in addition be not earlier than 28
calendar days after the date of such publication.
12.6 If a determination referred to in paragraphs 12.3, 12.4 or 12.5 is
subject to a legal challenge, the Parties shall, without prejudice,
treat the determination as valid until the conclusion of the legal
proceedings, unless the court otherwise directs. If the court finds a
determination to be unlawful then the Parties agree to revert to the
charges payable immediately prior to such determination being made and
BT shall make any necessary alterations to the Carrier Price List. As
soon as reasonably practicable following a redetermination by the
Director General (as a result of a legal challenge) of a charge (or
the means of calculating that charge) for a Standard Service, BT shall
make any necessary alterations to the Carrier Price List so that it
accords with the full list of Standard Services maintained by BT
pursuant to Condition 16B.8 of the BT Licence and shall send a copy of
the alterations to the Carrier Price List to the Operator as soon as
reasonably practicable. BT shall, as soon as reasonably practicable
following publication in the Carrier Price List of the redetermined
charge for the Financial Year In Question, adjust and recalculate the
charges in respect of such Standard Service for the Financial Year In
Question and calculate the interest for any sums overpaid or underpaid
in accordance with the Oftel Interest Rate.
12.7 For a service which is not a Standard Service or is a Standard Service
for which there is no determined charge, BT may, specify and vary from
time to time, the charge for such a service by publication in the
Carrier Price List and such charge shall take effect on the Effective
Date being a date not earlier than the date of such publication.
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12.8 Subject to paragraphs 12.9 and 12.10, the charge payable during the
course of the relevant Financial Year In Question for each Standard
Service, other than a Competitive Standard Service, shall be that
specified in the column headed Interim Charge in the Carrier Price
List for the relevant Financial Year In Question.
12.9 Subject to paragraph 12.10, the charge payable during the course of
the relevant Financial Year In Question for each Standard Service,
other than a Competitive Standard Service or a Standard Service for
which there is no determined charge, in respect of a period for which
there is no charge specified in the column headed Interim Charge,
shall be that specified in the column headed Pre-Interim Charge in the
Carrier Price List for the relevant Financial Year In Question.
12.10 The charge payable for each Standard Service, other than a Competitive
Standard Service, in respect of a period for which a charge is
specified in the column headed Actual Charge, shall be the charge
specified in the column headed Actual Charge in the Carrier Price List
for the said period for the relevant Financial Year In Question.
12.11 An adjustment and recalculation which is to be carried out using the
Final Charge shall be based on the charge specified in the column
headed Final Charge in the Carrier Price List for the relevant
Financial Year In Question.
12.12 The charge payable for each Competitive Standard Service and a service
which is not a Standard Service, shall be the charge specified from
time to time in the column headed BT Charge in the Carrier Price List.
12.13 If there is a difference between a charge for a Standard Service
(other than a Competitive Standard Service) specified in the Carrier
Price List and a charge determined by the Director General, the charge
determined by the Director General shall prevail.
12.14 All references to an entry in the Carrier Price List for Standard
Services are references to the Carrier Price List relating to the
Financial Year In Question.
12.15 The date of publication in the Carrier Price List shall be the date
that BT first makes available or sends the Carrier Price List
containing the relevant entries to a person other than BT.
13. OPERATOR SERVICES
13.1 As soon as reasonably practicable following agreement of a charge (or
the means of calculating that charge) for a service provided by the
Operator to BT, BT shall make any necessary alterations to the Carrier
Price List so that it accords with that agreement and shall send a
copy of the alterations to the Carrier Price List to the Operator as
soon as reasonably practicable.
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13.2 If the Parties have agreed an Interim Charge for a service provided by
the Operator to BT on a provisional basis, such provisionally agreed
charge shall be reviewed on:
13.2.1 a date agreed by the Parties; or
13.2.2 a date that a determination by the Director General of an Interim
Charge for an equivalent service for the relevant Financial Year In
Question is published;
13.2.3 a date that a determination by the Director General of a Final
Charge for an equivalent service for the relevant Financial Year In
Question is published;
whichever is the earlier and any variation to the provisionally agreed
charge shall take effect from the date of the original agreement.
13.3 If the Parties are unable to reach agreement of a charge (or the means
of calculating that charge) for a service provided by the Operator to
BT, either Party may request the Director General to determine the
charge.
13.4 If the Director General has previously determined the charge for a
service provided by the Operator to BT, and if, at the commencement of
the Financial Year In Question, the Director General has not
determined the Interim Charge for that service, the Pre-Interim Charge
for that service shall be the same as the Interim Charge for that
service for the Financial Year immediately preceding the Financial
Year In Question provided always that such Interim Charge has been
determined for such immediately preceding Financial Year.
13.5 If the Director General has previously determined the charge for a
service provided by the Operator to BT, and if, for the Financial Year
In Question, the Director General has not determined, before 1 July of
such year, the Interim Charge for that service, the Operator shall, as
soon as reasonably practicable following publication in the Carrier
Price List of the determined Interim Charge for the Financial Year In
Question, adjust and recalculate the charges in respect of that
service for the Financial Year In Question using the determined
Interim Charge and calculate any sum overpaid or underpaid.
13.6 As soon as reasonably practicable following a determination by the
Director General of a charge (or the means of calculating that charge)
for a service provided by the Operator to BT, BT shall make any
necessary alterations to the Carrier Price List so that it accords
with the determination and shall send a copy of the alterations to the
Carrier Price List to the Operator as soon as reasonably practicable.
13.7 If the Director General has determined an Interim Charge for a service
provided by the Operator to BT, after the Director General has
determined the Final Charge (or the means of calculating that charge)
for that service,
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<PAGE> 16
the Operator shall, as soon as reasonably practicable following
publication in the Carrier Price List of the determined Final Charge
for the Financial Year In Question, adjust and recalculate the charges
in respect of that service for the Financial Year In Question in
accordance with the provisions of Condition 13.5B.1A of the BT Licence
and calculate the interest for any sums overpaid or underpaid
calculated in accordance with the Oftel Interest Rate. For the
purposes of this paragraph 13.7 Pre-Interim Charges shall be treated
as Interim Charges.
13.8 If the Director General has determined an Interim Charge for a service
provided by the Operator to BT then either Party may request the
Director General to determine the Interim Charge for that service for
the next Financial Year In Question.
13.9 If a determination referred to in paragraphs 13.3, 13.6, 13.7 or 13.8
is subject to a legal challenge, the Parties shall, without prejudice,
treat the determination as valid until the conclusion of the legal
proceedings unless the court otherwise directs. If the court finds a
determination to be unlawful then the Parties agree to revert to the
charges payable immediately prior to such determination being made and
BT shall make any necessary alterations to the Carrier Price List. As
soon as reasonably practicable following a redetermination by the
Director General (as a result of a legal challenge) of a charge (or
the means of calculating that charge) for such service, BT shall make
any necessary alterations to the Carrier Price List so that it accords
with redetermination and shall send a copy of the alterations to the
Carrier Price List to the Operator as soon as reasonably practicable.
The Operator shall, as soon as reasonably practicable following
publication in the Carrier Price List of the redetermined charge for
the Financial Year In Question, adjust and recalculate the charges in
respect of such service for the Financial Year In Question and
calculate the interest for any sums overpaid or underpaid in
accordance with the Oftel Interest Rate.
13.10 Subject to paragraphs 13.11 and 13.12, the charge payable during the
course of the relevant Financial Year In Question for each service
provided by the Operator to BT, shall be that specified in the column
headed Interim Charge in the Carrier Price List for the relevant
Financial Year In Question.
13.11 The charge payable during the course of the relevant Financial Year In
Question for each for each service provided by the Operator to BT for
which there is no determined charge, in respect of a period for which
there is no charge specified in the column headed Interim Charge,
shall be that specified in the column headed Pre-Interim Charge in the
Carrier Price List for the relevant Financial Year In Question.
13.12 An adjustment and recalculation which is to be carried out using the
Final Charge shall be based on the charge specified in the column
headed Final Charge in the Carrier Price List for the relevant
Financial Year In Question.
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13.13 If any charge (or the means of calculating that charge) for a service
provided by the Operator to BT has retrospective effect then the
Operator shall adjust and recalculate the charges in respect of such
service for the Financial Year In Question using the new charge and
calculate the interest for any sum overpaid or underpaid at the Oftel
Interest Rate.
13.14 If there is a difference between a charge for a service provided by
the Operator to BT specified in the Carrier Price List and a charge
determined by the Director General, the charge determined by the
Director General shall prevail.
13.15 All references to an entry in the Carrier Price List for services
provided by the Operator are references to the Carrier Price List
relating to the Financial Year In Question.
13.16 The date of publication in the Carrier Price List shall be the date
that BT first makes available or sends the Carrier Price List
containing the relevant entries to a person other than BT.
14. CHARGES AND PAYMENT
14.1 Each Party shall pay the charges calculated in accordance with, and
within the time specified in, this Agreement.
14.2 No charges shall be payable under this Agreement by one Party to the
other unless such charges are specifically referred to in this
Agreement.
14.3 The charges in this Agreement are exclusive of VAT unless such charges
are stated to be inclusive of VAT.
14.4 Invoices are due and payable in pounds sterling.
14.5 Each Party shall pay the other Party the relevant charges specified in
this Agreement for all Calls conveyed between the Parties except that
if a Party has a Third Party Interconnect, and the other Party has a
Third Party Interconnect Agreement containing provisions such that
charges for Calls conveyed via the Third Party Interconnect are paid
directly to that other Party by that Third Party, then the first Party
shall be released from payment for such Calls subject to such Calls
being conveyed in agreed separate Traffic Routes.
14.6 If an Operator has a liability to pay BT Access Deficit Contributions
for Calls handed over directly to BT that liability shall continue
notwithstanding that the Operator conveys such Calls to BT via a Third
Party.
14.7 If the Operator hands over a Call to a Third Party Operator system and
such Call is subsequently handed over to the BT System and conveyed to
a BT Network Termination Point the Operator shall pay BT (in relation
to such a Call) the same contribution to BT's Access Deficit as the
Operator would
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<PAGE> 18
have been liable to pay BT if such a Call had been handed over
directly from the Operator System to the BT System.
14.8 The Operator shall not pay any Access Deficit Contribution in respect
of a Call made on or after 8 February 1996.
15. BILLING
15.1 Each Party shall provide to the other invoices of all amounts due to
it, calculated in accordance with the provisions of Annex B and the
Carrier Price List.
16. SYSTEM PROTECTION AND SAFETY
16.1 Each Party is responsible for the safe operation of its System and
shall take all reasonable and necessary steps in its operation and
implementation of this Agreement to ensure that its System does not:
16.1.1.78 endanger the safety or health of employees, contractors, agents or
Customers of the other Party; or
16.1.2 damage, interfere with or cause any deterioration in the operation of
the other Party's System.
17. APPROVED ATTACHMENTS AND CUSTOMER EQUIPMENT
17.1 Neither Party shall connect or knowingly permit the connection to its
System of anything that is not approved by the relevant approvals
authority for attachment to its System.
17.2 If a Customer ceases wholly or partly to be a Party's Customer at any
one site and becomes a Customer of the other Party, the first Party
shall not hinder the second Party from:
17.2.1 gaining access to equipment rooms owned or occupied by the Customer,
17.2.2 gaining access to ducting and wiring owned by the Customer, and/or
17.2.3 obtaining consents and wayleaves from any Third Party
as shall be required for such access.
18. NUMBERING
18.1 Each Party shall use numbers in accordance with the United Kingdom
national numbering scheme and shall comply with the numbering
provisions in Annex A.
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19. REVIEW
19.1 A Party may seek to amend this Agreement by serving on the other a
review notice if:
19.1.1.78 either Party's Licence is materially modified (whether by amendment or
replacement); or
19.1.2 a material change occurs in the law or regulations (including codes of
practice whether or not having the force of law) governing
telecommunications in the United Kingdom; or
19.1.3 this Agreement makes express provision for a review or the Parties
agree in writing that there should be a review; or
19.1.4 a material change (including enforcement action by any regulatory
authority) occurs which affects or reasonably could be expected to
affect the commercial or technical basis of this Agreement; or
19.1.5 this Agreement is assigned or transferred by the other Party except if
prior written consent to the assignment or transfer is not required
under paragraph 25.1; or
19.1.6 there is a general review pursuant to paragraph 19.4; or
19.1.7 there is to be a review of charges for which a Review Date is
specified in a Schedule or in the Carrier Price List.
19.2 A review notice shall set out in reasonable detail the issues to be
discussed between the Parties.
19.3 Save as provided in paragraphs 19.4 or 19.5, a Party shall serve a
review notice not later than the expiration of a 1 year period
commencing on the date set opposite each paragraph as follows:
<TABLE>
<CAPTION>
PARAGRAPH PERIOD COMMENCING ON THE DATE:
<S> <C>
19.1.1.78 of publication of the modifications to
the Licence
19.1.2 of occurrence of material change
19.1.3 of entitlement or occurrence of the date
of written agreement
19.1.4 of occurrence of the material change
19.1.5 of notification of assignment or transfer
</TABLE>
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19.4 A Party may initiate a general review of this Agreement by serving a
review notice during the period of three months commencing on 1st
April 1998 and 1st April every 2 years thereafter.
19.5 A Party may initiate a review of charges in a Schedule or the Carrier
Price List if there is a Review Date specified, by serving a review
notice during the period of three months commencing on the Review
Date.
19.6 On service of a review notice, the Parties shall forthwith negotiate
in good faith the matters to be resolved with a view to agreeing the
relevant amendments to this Agreement.
19.7 A variation of charges payable by one Party to the other following a
review notice pursuant to paragraph 19.1.7 shall take effect as of the
Review Date.
19.8 For the avoidance of doubt, the Parties agree that notwithstanding
service of a review notice this Agreement shall remain in full force
and effect.
20. DETERMINATION
20.1 If the Parties fail to reach agreement on the subject matter of a
review notice within 3 months (or within 6 months for a review notice
under paragraph 19.4) in each case from the date of service of such
review notice, either Party may, not later than 3 months after the
expiration of the relevant period, request in writing the Director
General to determine:
20.1.1.78 the matters upon which the Parties have failed to agree;
20.1.2 whether this Agreement should be modified to take account of such
matters; and, if so
20.1.3 the amendment or amendments to be made.
The Parties may, at any time, agree in writing a variation to the time
periods specified above in relation to a particular review notice.
20.2 On receipt of a request for a determination the Director General may
make a determination if he is satisfied that:
20.2.1 the requirements of the relevant paragraphs in paragraph 19.1 have
been satisfied; and
20.2.2 the modifications sought to this Agreement are material.
20.3 A determination by the Director General shall be limited to:
20.3.1 the subject matter of the request for a determination; and
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20.3.2 matters on which the Parties have failed to agree which the Director
General would have power to determine under either Condition 13 of the
BT Licence or under the equivalent Condition of the Operator Licence
if there was no agreement between the Parties.
20.4 In making a determination, the Director General shall act pursuant to
the criteria contained from time to time either in Condition 13 of the
BT Licence or in the equivalent Condition of the Operator Licence. The
Parties shall have the rights and remedies whether arising at law or
otherwise in relation to such determination as would be available
under either Condition 13 of the BT Licence or under the equivalent
Condition of the Operator Licence.
20.5 The Parties shall enter into an agreement to modify or replace the
Agreement in accordance with the Director General's determination
unless the determination is subject to a legal challenge.
20.6 If the determination is subject to a legal challenge then the Parties
shall modify or replace the Agreement at the conclusion of the legal
proceedings in accordance with the Director General's determination
and the result of the legal proceedings.
20.7 For the avoidance of doubt, determination of a charge may include a
determination of the basis for calculating that charge.
21. CONFIDENTIALITY
21.1.78 Subject to the following provisions of this paragraph 21, a Receiving
Party shall keep in confidence Confidential Information and will not
(and will use its reasonable endeavours to ensure that its directors,
employees, and professional advisers will not) disclose such
information to any Third Party.
21.2 A Receiving Party shall exercise no lesser degree of care of
Confidential Information than would a reasonable person with knowledge
of confidential nature of the information. A Receiving Party shall
exercise no lesser security or degree of care than that Party applies
to its own Confidential Information of an equivalent nature.
21.3 A Receiving Party shall restrict disclosure of Confidential
Information relating to the other Party to those persons who have a
reasonable need to know. Confidential Information shall be used solely
for the purposes for which it was disclosed.
21.4 A Receiving Party may disclose Confidential Information to an
Associated Company, subject to the Associated Company undertaking to
comply with obligations equivalent to these contained in this
paragraph 21.
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21.5 A Receiving Party may disclose Confidential Information to a
contractor or agent, subject to the contractor or agent undertaking to
comply with obligations equivalent to those contained in this
paragraph 21.
21.6 The following shall not constitute a breach of this paragraph 21:
21.6.1 a disclosure authorised in writing by the Disclosing Party to the
extent of that authority; or
21.6.2 a disclosure to an Emergency Organisation; or
21.6.3 publication of all or part of this Agreement or details of it pursuant
to the BT Licence or publication in the Carrier Price List or Quality
Schedule except in so far as the Director General has consented to the
exclusion of any matter pursuant to Condition 16A of the BT Licence;
or
21.6.4 a disclosure which is properly made pursuant to the Operator Licence
or the BT Licence or a relevant statutory or other regulatory
obligation; or
21.6.5 a disclosure properly and reasonably made to the Director General
under paragraph 20, to an arbitrator, expert or any person appointed
by the Parties for the resolution of a Dispute; or
21.6.6 a disclosure to obtain or maintain any listing on any recognised stock
exchange,
subject to in the case of any disclosure specified in paragraphs
21.6.4 to 21.6.6 the Receiving Party informing the Disclosing Party as
soon as reasonably practical, after such disclosure.
21.7 Unless otherwise agreed in writing, a Receiving Party shall not use
the other Party's Confidential Information to provide commercial
advantage to its retail business.
22. FORCE MAJEURE
22.1 Neither Party shall be liable for any breach of this Agreement caused
by act of God, insurrection or civil disorder, war or military
operations, national or local emergency, acts or omissions of
government, highway authority or other competent authority, compliance
with any statutory obligation, industrial disputes of any kind
(whether or not involving BT's or the Operator's employees), fire,
lightning, explosion, flood, subsidence, weather of exceptional
severity, acts or omissions of persons for whom neither Party is
responsible or any other cause whether similar or dissimilar outside
its reasonable control and any such event or circumstance is a force
majeure.
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22.2 The Party initially affected by a force majeure shall promptly notify
the other of the estimated extent and duration of its inability to
perform or delay in performing its obligations ("force majeure
notification").
22.3 Upon cessation of the effects of the force majeure the Party initially
affected by a force majeure shall promptly notify the other of such
cessation.
22.4 If as a result of a force majeure, the performance by the Party
initially affected of its obligations under this Agreement is
affected, such Party shall, subject to the provisions of paragraph
22.6, perform those of its obligations not affected by a force
majeure. In performing those of its obligations not affected by a
force majeure, the Party initially affected by a force majeure shall
deploy its resources such that (when taken together with other
obligations to its Customers and Third Parties) there is no undue
discrimination against the other Party.
22.5 To the extent that a Party is prevented as a result of a force majeure
from providing all of the services or facilities to be provided under
this Agreement, the other Party shall be released to the equivalent
extent from its obligations to make payment for such services or
facilities or complying with its obligations in relation thereto.
22.6 Following a force majeure notification and if the effects of such
force majeure continue for:
22.6.1 a continuous period of not more than 6 months from the date of the
force majeure notification (whether or not notice of cessation has
been given pursuant to paragraph 22.3) any obligation outstanding
shall be fulfilled by the Party initially affected by the force
majeure as soon as reasonably possible after the effects of the force
majeure have ended, save to the extent that such fulfilment is no
longer possible or is not required by the other Party;
22.6.2 a continuous period of 6 months or more from the date of the force
majeure notification (and notice of cessation has not been given
pursuant to paragraph 22.3), the Party receiving the force majeure
notification shall be entitled (but not obliged) to terminate this
Agreement by giving not less than 30 days written notice to the other
Party, provided that such notice shall be deemed not to have been
given if notice of cessation is received by the Party receiving the
force majeure notification prior to the expiry of the 30 days notice.
If this Agreement is not terminated in accordance with the provisions
of this paragraph 22.6.2, any obligations outstanding shall be
fulfilled by the Party initially affected by the force majeure as soon
as reasonably possible after the effects of the force majeure have
ended, save to the extent that such fulfilment is no longer possible
or is not required by the other Party.
23. LIMITATION OF LIABILITY
________________________________________________________________________________
PAGE 23 of 30
<PAGE> 24
23.1 Neither Party has an obligation of any kind to the other Party beyond
the obligations to exercise the reasonable skill and care of a
competent telecommunications operator in performing its obligations
under this Agreement.
23.2 Subject to paragraph 23.4 if a Party is in breach of any of its
obligations under this Agreement to the other Party (excluding
obligations arising under this Agreement to pay moneys in the ordinary
course of business), or otherwise (including liability for negligence
or breach of statutory duty) such Party's liability to the other shall
be limited to one million pounds sterling (Stg Pounds Sterling
1,000,000) for any one event or series of connected events and two
million pounds sterling (Stg Pounds Sterling 2,000,000) for all events
(connected or unconnected) in any period of 12 calendar months.
23.3 Neither Party excludes or restricts its liability for death or
personal injury caused by its own negligence or liability arising
under Part I of the Consumer Protection Act 1987.
23.4 Neither Party shall be liable to the other in contract, tort
(including negligence or breach of statutory duty) or otherwise for
loss (whether direct or indirect) of profits, business or anticipated
savings, wasted expenditure or for any indirect or other consequential
loss whatsoever arising in connection with the operation of this
Agreement, howsoever caused.
23.5 Each provision of this paragraph 23 is a separate limitation applying
and surviving even if one or more such provisions is inapplicable or
held unreasonable in any circumstances.
23.6 The amounts specified in paragraph 23.2, as adjusted pursuant to this
paragraph 23.6, shall be adjusted on each 1st April after the date of
this Agreement by the percentage change in the retail price index
(published in the General Index of Retail Prices (RPI) published by
the Central Statistical Office (or any successor index)) for the month
of September immediately preceding each 1st April compared with the
RPI published in September in the previous year.
24. INTELLECTUAL PROPERTY RIGHTS
24.1 Except as expressly provided otherwise in this Agreement, Intellectual
Property Rights shall remain the property of the Party creating or
owning the same and nothing in this Agreement shall be deemed to
confer any assignment or licence of the Intellectual Property Rights
of one Party to the other Party.
25. ASSIGNMENT
25.1 Unless otherwise agreed in writing, and subject to paragraph 25.2, no
rights, benefits or obligations under this Agreement may be assigned
or transferred,
________________________________________________________________________________
PAGE 24 of 30
<PAGE> 25
in whole or in part, by a Party without the prior written consent of
the other Party.
25.2 No consent is required under paragraph 25.1 for an assignment of
rights, benefits or obligations under this Agreement (in whole or in
part) to a successor to all or substantially all of the assigning
Party's System or to an Associated Company provided that such
successor or Associated Company shall have had a licence granted to it
under section 7 of the Act to run the Telecommunication System of the
assigning Party.
25.3 The assigning Party shall promptly give notice to the other Party of
any assignment permitted to be made without the other Party's consent.
No assignment shall be valid unless the assignee/successor agrees in
writing to be bound by the provisions of this Agreement.
26. DISPUTES
26.1 If a Party ("the disputing Party") wishes to invoke the dispute
procedure specified in this paragraph it shall as soon as reasonably
practicable notify the other Party's liaison contact specified from
time to time in the Customer Service Plan. The disputing Party shall
include with such notice all relevant details including the nature and
extent of the Dispute.
26.2 Following a notification under paragraph 26.1 the Parties shall
consult in good faith to try to resolve the Dispute at level 1. If
agreement is not reached at level 1 the Dispute may be escalated to
level 2. If agreement is not reached at level 2 the Dispute may be
escalated to level 3. If a Party escalates a Dispute it shall record
for the benefit of the next level all relevant details including what
is agreed and what is not agreed concerning the Dispute.
26.3 The name of each Party's liaison contact and representatives at each
level of consultation shall be as specified from time to time in the
Customer Service Plan. No change to a liaison contact or
representative shall be effective until it has been notified to the
other Party.
26.4 The above procedures are without prejudice to any other rights and
remedies that may be available in respect of any breach of any
provision of this Agreement.
26.5 Nothing herein shall prevent a Party from:
26.5.1 seeking (including obtaining or implementing) interlocutory or other
immediate relief; or
26.5.2 referring the Dispute to the Director General in accordance with any
right (if any) either Party may have to request a determination or
other appropriate steps for its resolution.
27. BREACH, SUSPENSION AND TERMINATION
________________________________________________________________________________
PAGE 25 of 30
<PAGE> 26
27.1 If a Party's System adversely affects the normal operation of the
other Party's System, or is a threat to any person's safety, the other
Party may suspend, to the extent necessary, such of its obligations
hereunder, and for such period as it may consider reasonable to ensure
the normal operation of its System or reduce the threat to safety.
27.2 If a Party is in material breach of (including failure to pay a sum
due under) this Agreement, the other Party may serve a written notice
(the "breach notice") on the Party in breach specifying the breach and
requiring it to be remedied within:
27.2.1 30 calendar days from the date of receipt of such breach notice; or
27.2.2 in case of emergency, within such shorter period as the Party not in
breach may reasonably specify.
27.3 If, the Party in breach fails to remedy the breach within such period
as may be specified by the Party not in breach pursuant to paragraph
27.2 the Party not in breach may, until such breach is remedied,
suspend performance of such of its obligations under this Agreement as
is reasonable in the circumstances.
27.4 If the Party in breach fails to remedy the breach within the period
stated in the breach notice the Party not in breach may terminate this
Agreement on three months' written notice provided always that if the
Party in breach remedies the breach within such three months' notice
period, this Agreement shall not terminate as a result of such notice.
27.5 This Agreement may be terminated by either Party by written notice
forthwith (or on the termination of such other period as such notice
may specify) if the other Party:
27.5.1 is unable to pay its debts within the meaning of section 123 (1) (e)
of the Insolvency Act 1986; or
27.5.2 has a receiver or administrative receiver appointed in relation to all
or any of its assets; or
27.5.3 has an order made or a resolution passed for its winding up (other
than for the purpose of amalgamation or reconstruction); or
27.5.4 has an administration order made in respect of its business; or
27.5.5 enters into a voluntary arrangement under section 1 of the Insolvency
Act 1986; or
27.5.6 ceases to carry on business.
________________________________________________________________________________
PAGE 26 of 30
<PAGE> 27
27.6 Upon termination or expiry of this Agreement each Party shall take
such steps and provide such facilities as are necessary for recovery
by the other Party of equipment (if any) supplied by that other Party.
Each Party shall use reasonable endeavours to recover equipment made
available by it.
27.7 If 30 calendar days after the termination or expiry of this Agreement,
a Party fails to recover equipment in good condition (fair wear and
tear excepted) because of the acts or omissions of the other Party (or
a Third Party appearing to have control of a site where such equipment
is situate) the first Party may demand reasonable compensation from
the other Party which shall be paid by the other Party within 10
calendar days of the date of the demand.
27.8 Without prejudice to a Party's rights upon termination or expiry of
this Agreement, a Party shall refund to the other a fair and equitable
proportion of those periodic sums (if any) paid under the Agreement
for a period extending beyond the date of such termination or
expiration.
27.9 Termination or expiry of this Agreement shall not be deemed a waiver
of a breach of any term or condition of this Agreement and shall be
without prejudice to a Party's rights, liabilities or obligations that
have accrued prior to such termination or expiry.
27.10 Notwithstanding the termination or expiry of this Agreement paragraphs
10.6, 17.2, 21, 23, 27.6 to 27.11 inclusive shall continue in full
force and effect.
27.11 Each of the Parties' right to terminate or suspend performance of this
Agreement pursuant to this paragraph 27 is without prejudice to any
other rights or remedies available to either Party.
28. NOTICES
28.1 A notice shall be duly served if:
28.1.1.78 delivered by hand, at the time of actual delivery;
28.1.2 sent by facsimile, upon its receipt being confirmed;
28.1.3 sent by recorded delivery post, 4 calendar days after the day of
posting.
28.2 Except if otherwise specifically provided all notices and other
communications relating to this Agreement shall be in writing and
shall be sent as follows:
If to the Operator:
The General Manager
Interconnect
NYNEX CableComms Derby
________________________________________________________________________________
PAGE 27 of 30
<PAGE> 28
The Tolworth Tower
Ewell Road
Surbiton
Surrey
KT6 7ED Facsimile: 0181-873 5032
If to BT:
Contract Liaison Manager, Nynex
PP 7097
British Telecommunications plc
Tenter House
45 Moorfields
London
EC2Y 9TH Facsimile: 0171-250 9697
or to such other addresses as the Parties may notify from time to time
pursuant to this paragraph 28.
29. ENTIRE AGREEMENT
29.1 This Agreement represents the entire understanding of and agreement
between the Parties in relation to the subject matter of this
Agreement, and, unless otherwise agreed in writing, supersedes all
previous understandings, commitments, agreements or representations
whatsoever, whether oral or written.
30. VARIATIONS
30.1 Except as expressly provided in this Agreement, no variation of this
Agreement shall be effective unless agreed in writing by the Parties
and signed by a person nominated in writing on behalf of:
30.1.1.78 BT, by the director, UK Carrier Services (or his successor);
30.1.2 the Operator, by a director or the company secretary (or equivalent
office holder) of the Operator.
31. WAIVER
31.1.78 The waiver of any breach of, or failure to enforce, any term or
condition of this Agreement shall not be construed as a waiver or a
waiver of any other breach of the same or any other term or condition
of this Agreement. No waiver shall be valid unless it is in writing
and signed on behalf of the Party making the waiver.
32. RESTRICTIVE TRADE PRACTICES
________________________________________________________________________________
PAGE 28 of 30
<PAGE> 29
32.1 Notwithstanding any other provision of this Agreement no provision of
this Agreement, by virtue of which this Agreement is subject to
registration (if such be the case) under the Restrictive Trade
Practices Acts 1976 and 1977, shall take effect until the day after
the date on which particulars of the Agreement have been furnished to
the Director General of Fair Trading pursuant to the requirement of
those Acts. In this paragraph the expression "this Agreement" includes
any agreement or arrangement of which this Agreement forms part and
which is registrable, or by virtue of which this Agreement is
registrable, under those Acts.
33. INDEPENDENT CONTRACTORS AND AGENCY
33.1 Each of the Parties is and shall remain at all times an independent
contractor fully responsible for its own acts or defaults (including
those of its employees or agents). Neither Party is authorised and
neither of the Parties nor their employees, agents or representatives
shall at any time attempt to act or act on behalf of the other Party
to bind the other Party in any manner whatsoever to any obligations.
Neither Party nor its employees, agents or representatives shall
engage in any acts which may lead any person to believe that such
Party is an employee, agent or representative of the other Party.
Nothing in this Agreement shall be deemed to constitute a partnership
between the Parties.
33.2 If either Party appoints an agent for the purposes of this Agreement,
and notifies the other Party, then the other Party shall deal with the
appointed agent for such purposes until the first Party notifies the
other Party that the appointment has been terminated.
34. SEVERABILITY
34.1 The invalidity or unenforceability of any provision of the Agreement
shall not affect the validity or enforceability of the remaining
provisions of this Agreement.
35. GOVERNING LAW
35.1 The interpretation, validity and performance of this Agreement shall
be governed in all respects by the laws of England and Wales and the
Parties submit to the exclusive jurisdiction of the English Courts.
________________________________________________________________________________
PAGE 29 of 30
<PAGE> 30
IN WITNESS WHEREOF THIS AGREEMENT was entered into the day and year
first before written.
SIGNED for and on behalf of
NYNEX CABLECOMMS DERBY
Signed: ___________________________________________
Name: _____________________________________________
Position: _________________________________________
SIGNED for and on behalf of
BRITISH TELECOMMUNICATIONS plc
Signed: ___________________________________________
Name: _____________________________________________
Position: _________________________________________
________________________________________________________________________________
PAGE 30 of 30
<PAGE> 31
[BT LOGO]
GENERIC
ELECTRICAL & PHYSICAL
INTERFACE SPECIFICATION
FOR CUSTOMER SITED INTERCONNECT
I/C SPECIFICATION 0200
________________________________________________________________________________
PAGE 1 of 10
<PAGE> 32
GENERIC ELECTRICAL & PHYSICAL INTERFACE SPECIFICATION
CONTENTS
1. GENERAL ......................................................... 3
2. PHYSICAL INTERFACE .............................................. 3
3. ELECTRICAL INTERFACE ............................................ 4
3.1. General Characteristics ................................... 4
3.2. Specifications at the output ports ........................ 4
3.3. Specifications at the input ports ......................... 4
3.4. Earthing of screen ........................................ 4
3.4.1. Output Ports ...................................... 4
3.4.2. Input Ports ....................................... 4
3.5. Interference .............................................. 4
3.6. Jitter .................................................... 5
3.6.1. Maximum jitter at output ports .................... 5
3.6.2. Tolerance of input ports to jitter and wander ..... 5
3.6.3. Measurement of Jitter ............................. 5
3.7. Wander at BT and Operator input ports ..................... 5
4. BT AND OPERATOR NETWORK SYNCHRONISATION ......................... 5
4.1. General ................................................... 5
4.2. Synchronisation requirements for Master/Slave working ..... 7
4.3. Operator wishing to effect their own synchronisation ...... 7
5. FUNCTIONAL CHARACTERISTICS OF THE INTERFACE ..................... 7
5.1. Signalling ................................................ 7
5.2. Timeslot '0' .............................................. 8
5.3. Alarm Indication Signal (AIS) ............................. 8
5.4. Channel Time Slot Encoding ................................ 8
6. SAFETY AND PROTECTION ........................................... 8
6.1. Dangerous Voltages ......................................... 8
6.2. Radiation Hazards .......................................... 9
7. REFERENCES ...................................................... 9
8. GLOSSARY ........................................................ 9
9. HISTORY ......................................................... 10
________________________________________________________________________________
PAGE 2 of 10
<PAGE> 33
1. GENERAL
This document defines the physical and electrical characteristics of Customer
Sited Interconnect links, between the BT System and the Operator System. All
references to ITU Recommendations refer to the White Book unless otherwise
indicated.
2. PHYSICAL INTERFACE
The interconnection between the BT System and the Operator System shall be
provided by a BT digital path that terminates on a BT Circuit Termination Unit
(CTU) located within the building housing the Operator Switch. The BT CTU will
present a G703 interface on two 75 ohm coaxial cables direct to either the
Operator Switch or an Operator Digital Distribution Frame (DDF) which is
co-located with the Operator Switch. The Point of Connection shall be the 75 ohm
G703 coaxial connector at the BT end of the cables connecting the CTU to the
Operator Switch (or co-located Operator DDF) (See Fig 1). The coaxial cables
connecting the CTU to the Operator Switch shall have a loss not exceeding 6dB at
1024 kHz (see Fig 1).
[FIGURE 1]
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PAGE 3 of 10
<PAGE> 34
3. ELECTRICAL INTERFACE
The following section shall apply to a 2Mbit/s interface using the coaxial pair
option of ITU-T Recommendation G.703 (Physical/Electrical Characteristics of
Hierarchical Digital Exchanges).
3.1. GENERAL CHARACTERISTICS
These shall conform with section 6.1 of ITU-T Rec. G703
3.2. SPECIFICATIONS AT THE OUTPUT PORTS
These shall conform with section 6.2 of ITU-T Rec. G.703 (Table 6).
3.3. SPECIFICATIONS AT THE INPUT PORTS
These shall conform with section 6.3 of ITU-T Recommendation G.703.
3.4. EARTHING OF SCREEN
3.4.1. OUTPUT PORTS
At output ports the cable screen shall be bonded to the equipment metalwork at
the equipment boundary or as near as possible to it.
3.4.2. INPUT PORTS
The input port cable screen shall be earthed via a capacitor (typically 0.1 F)
to the equipment. Provision shall be also made at this point for providing a DC
connection to earth. The equipment shall be set-up with the DC earth not
connected, this is illustrated in figure 1. A suitable ferrite tube ferrule
should be threaded onto the cable so as to be located at a point between the
bonding point and the equipment circuitry
3.5. INTERFERENCE
The input ports shall tolerate, without error, interference from a non
synchronous standard test signal (ITU-T Recommendation 0.151- Error Performance
Measuring Equipment for Digital Systems At The Primary Bit Rate and Above) at a
level 18dB lower than the wanted signal.
________________________________________________________________________________
PAGE 4 of 10
<PAGE> 35
3.6. JITTER
3.6.1. MAXIMUM JITTER AT OUTPUT PORTS
Under worst case operating conditions (i.e. fault free) the output jitter shall
not exceed 0.05 UI when measured in the frequency range 20 Hz to 100 kHz.
Note: This assumes that the Operator Switch meets:
1. the input jitter tolerances given in section 3.6.2.
2. the jitter transfer function given in Figure 5 of ITU-T Recommendation Q.551
(Transmission Characteristics of Digital Exchanges).
3.6.2. TOLERANCE OF INPUT PORTS TO JITTER AND WANDER
The tolerance of both the BT and the Operator input ports to jitter shall be as
defined in section 3.1.1 of ITU-T Recommendation G.823 (Jitter And Wander
Tolerance of Digital Input Ports).
3.6.3. MEASUREMENT OF JITTER
A jitter measuring set conforming to the requirements of ITU-T Recommendation
O.171 (Timing Jitter Measuring Equipment for Digital Systems) shall be used. BT
and the Operator shall co-operate in the application of testing methods as
described in ITU-T Recommendation G.823 (The Control of Jitter and Wander Within
Digital Networks Which Are Based on the 2048 Kbit/s Hierarchy).
3.7. WANDER AT BT AND OPERATOR INPUT PORTS
The tolerance of the BT and Operator input ports to wander shall be as defined
in section 3.1.1 of ITU-T Recommendation G.823 .
4. BT AND OPERATOR NETWORK SYNCHRONISATION
4.1. GENERAL
The BT System employs a central master clock to maintain a co-operatively
synchronised system within ITU-T recommended frequency limits. The
synchronisation utilities that co-operate to establish the synchronous clock
rate
________________________________________________________________________________
PAGE 5 of 10
<PAGE> 36
are geographically located to ensure that any point in the BT System is
contained within an 18 microsecond phase deviation (wander).
The Operator System shall conform to the requirements listed below, which will
ensure that Operator Switches are synchronised to the BT System.
FIGURE 2: WANDER LIMITS FOR DIGITAL NETWORK INTERCONNECTION
WANDER REFERENCE MODEL
[FIGURE 2]
Note: BT strongly recommend that a synchronisation path includes no more than
3 Operator switches
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PAGE 6 of 10
<PAGE> 37
4.2. SYNCHRONISATION REQUIREMENTS FOR MASTER/SLAVE WORKING
The BT System and the Operator System shall function synchronously, in a
master/slave relationship. To meet this requirement the Operator System shall
take its timing from BT nominated 2 Mbit/s links carrying normal traffic between
the BT and the Operator Switch Connections. The synchronisation from BT will be
from the highest order timing source traceable to a G811 quality clock. If the
Operator Switch is taking timing information from the BT System via a 2 Mbit/s
link which fails (i.e. AIS is detected) then it must meet the following
requirements:
A. Switching to an alternative 2Mbit/s synchronisation link, if available.
B. If no synchronisation links are available, entering holdover mode and
keeping within the limits of holdover operation specified in section 2.2.3
of ITU-T Recommendation G.812 (Holdover Operation).
4.3. OPERATOR WISHING TO EFFECT THEIR OWN SYNCHRONISATION
Timing information shall be exchanged between the BT System and the Operator
System, for the purpose of minimising timing perturbations in general and slip
rates in particular, drawing for guidance on the objective characteristics for
the performance of digital clocks and of slip rate given in ITU-T
recommendations G.811 and G.822.
5. FUNCTIONAL CHARACTERISTICS OF THE INTERFACE
Functional characteristics of the 2 Mbit/s interface shall be in accordance with
ITU-T Recommendations G.704 (Synchronous Frame Structures used at Primary and
Secondary Hierarchical Levels) and G.706 (Frame Alignment and Cyclic Redundancy
Check (CRC) Procedures Relating To Basic Frame Structures Defined In Rec. G704)
with the following additions and clarification's:
5.1. SIGNALLING
If Time Slot 16 is not required for signalling information, it must not be used
as a traffic carrying channel within the BT System. Signalling across the
interface is not specified in this document.
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Page 7 of 10
<PAGE> 38
5.2. TIMESLOT '0'
Chapter 2.3 of Rec. G.704 (Basic Frame Structure at 2048 Kbit/s) applies.
Bits 4-7 in time slot zero not containing the frame alignment signal should
be set to "1". The use of bit 8 for the return direction shall be
determined by BT at each location. On some systems bit 8 will be set to "1"
in the go and return direction. On other systems when BT detects one or
more errors in the frame alignment word, this bit 8, in the return TSO
"not" word, will be set at a "1" state on two successive occasions; when no
errors are detected bit 8 will be set to the "0" state. If possible, the
Operator Switch should make the same use of this bit 8, if not it should be
tolerant to the sending of bit 8 in the return direction and set it to "0"
in the go direction.
5.3. ALARM INDICATION SIGNAL (AIS)
Under certain fault conditions AIS is used in the BT System. AIS is
indicated by a continuous stream of binary 1's. When transmitted AIS is
controlled by a free running 2048 kbit/s crystal oscillator (accuracy
within 50 ppm).
The strategy for detecting the presence of AIS should be such that AIS is
detectable, even in the presence of an error ratio of 1 in 1000. However, a
signal with all bits except the frame alignment word in the '1'state,
should not be mistaken as an AIS.
5.4. CHANNEL TIME SLOT ENCODING
The 64 kbit/s channel time slots comprising the 2048 kbit/s stream shall
carry 'A' law encoded information as defined in ITU-T Recommendation G.711
(Pulse Code Modulation (PCM) Of Voice Frequencies).
The idle channel bit pattern transmitted over the Interconnect Link shall
be compliant with ITU-T Recommendation Q.522 section 2.12 (Bit Patterns
Generated By The Exchange In Idle Channel Time slots).
6. SAFETY AND PROTECTION
6.1. DANGEROUS VOLTAGES
In order to protect personnel and equipment on both sides of a Point Of
Connection, it is necessary to provide protection against the transmission
of excessive voltage across the interface.
Excessive voltages shall be as defined in BS 6301: 1989. For equipment
which uses or generates excessive voltages the interface shall be
electrically isolated from those voltages. Suitable devices are described
in BS 6301: 1989.
________________________________________________________________________________
PAGE 8 of 10
<PAGE> 39
6.2. RADIATION HAZARDS
Where radio equipment is used, arrangements shall be made to protect all
personnel from levels of radiation exceeding 1 milliwatt per square
centimetre.
7. REFERENCES
ITU-T
G.703 Physical/Electrical Characteristics of Hierarchical Digital
Exchanges
G.704 Synchronous Frame Structures used at Primary and Secondary
Hierarchical Levels.
G.706 Frame Alignment and Cyclic Redundancy Check (CRC) Procedures
Relating To Basic Frame Structures Defined In Rec. G704
G.711 Pulse Code Modulation (PCM) Of Voice Frequencies.
G.811 International Connections Terminating on Synchronous Network
Nodes
G.812 section 2.2.3 (Holdover Operation).
G.823 The Control of Jitter and Wander Within Digital Networks
Which Are Based on the 2048 KBIT/S Hierarchy
G.823 section 3.1.1 Jitter And Wander Tolerance of Digital Input
Ports
0.151 Error Performance Measuring Equipment for Digital Systems At
The Primary Bit Rate and Above
O.171 Timing Jitter Measuring Equipment for Digital Systems
Q.522 Section 2.12 Bit Patterns Generated By The Exchange In Idle
Channel Time slots
Q.551 Transmission Characteristics of Digital Exchanges
BS6301 1989. Safety Requirements for Apparatus for Connection to British
Telecommunication Networks
8. GLOSSARY
mu F - Micro Farad
mu s - Microsecond
2Mbit/s - 2048Kbit/s
AIS - Alarm Indications Signal
BS - British Standard
CTU - Circuit Terminating Unit.
dB - Decibel
DC - Direct Current
DDF - Digital Distribution Frame
ITU-T - International Telecommunication Union - Telecommunications
Kbit/s - KiloBits per second
________________________________________________________________________________
PAGE 9 of 10
<PAGE> 40
kHz - Kilo Hertz
Mbit/s - Megabits per second
ppm - Parts per million
UI - Unit Interval
9 HISTORY
Issue 1 January 1994
Issue 2 draft 1 June 1994
Issue 2 July 1994
Issue A August 1994
Issue B Sept 1994
Issue C January 1996
END OF SPECIFICATION
BT Networks and Systems
Interconnect Standards
PP 311 Angel Centre
403 St John St
London
EC1V 4PL
________________________________________________________________________________
PAGE 10 of 10
<PAGE> 41
[BT LOGO]
GENERIC
C7 SIGNALLING
INTERFACE SPECIFICATION
I/C SPECIFICATION 0300
________________________________________________________________________________
Page 1 of 3
<PAGE> 42
GENERIC C7 SIGNALLING INTERFACE SPECIFICATION
1. BACKGROUND
The C7 signalling interface between BT and the Operator Systems shall be as
defined in the Public Network Operator - Interconnect Standards Committee -
(PNO-ISC) specifications of the Network Interfaces Co-ordination
Committee - (NICC). ISC specifications 5 and 6 form the basis for the
Generic C7 Signalling Interface Specification
The Operator shall provide a compliance statement for each specification
shown in the table below. The compliance statements shall be discussed by
BT and the Operator and when agreed shall confirm that the Operator
Exchange type and build is suitable for interconnection of the BT and
Operator Systems.
2. REQUIREMENTS FOR COMPLIANCE STATEMENTS
<TABLE>
<CAPTION>
ISC SPECIFICATION DESCRIPTION COMPLIANCE
STATEMENT
REQUIREMENTS FROM
OPERATOR
<S> <C> <C>
ISC 5 Message Transfer Part Define features relevant to
(MTP) Calls and services set out
in this agreement.
ISC 6 Section 2 and 3 IUP. Library of Statement for Calls
messages, codes and and services
common procedures
ISC 6 Section 4 onwards IUP. Message Statement for Calls
sequence diagrams and services.
and descriptions
for basic and
supplementary
services.
</TABLE>
Some ISC specifications await ratification by NICC. Prior to such
ratification, ISC CPs and equivalent documents may be used (An example is
PNO-ISC CP001). Once the ISC specifications are ratified by NICC they shall
take precedence.
3. INTERCONNECT TO BT ISC
The statements given above on C7 IUP also apply when an Operator
interconnects to a BT ISC. For interconnect to a BT ISC using Telephony
User Part - TUP the signalling interface shall comply with CCITT recs.
Q.701 to Q.708, Q.723 and Q.724.
________________________________________________________________________________
Page 2 of 3
<PAGE> 43
4. GLOSSARY
NICC: The Network Interfaces Co-ordination Committee set up by OFTEL comprising
members of industry for the purpose of advising the Director General on
interfaces for interconnection between licensed operators.
PNO-ISC: Public Network Operators - Interconnect Standards Committee.
Secretariat:-
Network Interfaces Co-ordination Committee ISC Secretariat
Mercury House
Waterside Park
Longshot Lane
Bracknell Berkshire
CCITT: The International Telegraph and Telephone Consultative Committee is now
succeeded by the ITU(T) and (R) International Telecommunications Union
(Telecommunications) and (Radio).
5. HISTORY
Issue 1.0 January 1994
Issue 1.1 February 1994
Issue 1.2 April 1994 Issue
Issue A August 1994
Issue B August 1994
Issue C January 1996
BT Networks and Systems
Interconnect Standards
PP 311 Angel Centre
403 St John St
London EC1V 4PL
________________________________________________________________________________
Page 3 of 43
<PAGE> 44
[BT LOGO]
GENERIC
TRANSMISSION
INTERFACE SPECIFICATION
I/C SPECIFICATION 0100
_______________________________________________________________________________
Page 1 of 13
<PAGE> 45
GENERIC TRANSMISSION INTERFACE SPECIFICATION
CONTENTS:
1. GENERAL............................................................... 3
2. RESPONSIBILITIES...................................................... 3
3. RELEVANT PARAMETERS................................................... 4
4. OVERALL TRANSMISSION LOSS............................................. 4
4.1 Loudness Rating (LR).................................................. 4
5. APPORTIONMENT OF OVERALL LOUDNESS RATING (OLR)........................ 4
5.1 End to End Requirements .............................................. 4
5.2 GSM/PCN Loudness Control ............................................. 5
5.3 RLR And Receive GSM Volume Control ................................... 5
6. TRANSMISSION TIME .................................................... 5
6.1 Transmission Delays Within The Fixed Network - Without echo control .. 5
6.2 Preferred Apportionment Of Transmission delay ........................ 6
6.3 Calls that involve an International Gateway .......................... 6
6.4 Maximum delay under route failure conditions. ........................ 6
6.5 Transmission Delays Within The Fixed Network - With echo control ..... 6
6.6 Transmission Delays Involving Digital Mobile/Wireless Access ......... 7
6.6.1 Transmission Delays Between Digital Mobile/wireless
access and the Fixed Network - With echo control ..................... 7
6.6.2 Transmission Delays Within Digital Mobile/wireless
access Networks - With echo control .................................. 7
6.7 Transmission Delays On International Calls - With echo control. ...... 7
7. ECHO LOSS ............................................................ 7
7.1 GSM/PCN Echo Loss .................................................... 8
7.2 Echo Control - International Conformance ............................. 8
7.3 Echo Control - GSM ................................................... 8
8. STABILITY LOSS........................................................ 8
9. QUANTISING DISTORTION ................................................ 9
9.1 Fixed Network Limits ................................................. 9
9.2 Mobile Network limits ................................................ 9
10. CODING STANDARDS ..................................................... 9
11. NOISE ................................................................10
12. ATTENUATION DISTORTION ...............................................10
13. GROUP DELAY DISTORTION ...............................................10
13.1 Sidetone Masking Rating - Normal Telephony Customer to BT PSTN. ......10
13.2 Sidetone Masking Rating BT PSTN to GSM/PCN ...........................11
________________________________________________________________________________
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<PAGE> 46
14. ERROR PERFORMANCE ...................................................11
15. NON SPEECH LEVELS ...................................................11
16. GSM/PCN HEADSET AND HANDSET SENSITIVITY/FREQUENCY CHARACTERISTICS ...11
17. REFERENCES ..........................................................12
18. HISTORY .............................................................13
GENERAL
This Specification sets out the transmission requirements and objectives to be
met by BT and the Operator for the interconnection of the BT and Operator
Systems. The requirements are based on the relevant International
Telecommunications Union (ITU), European Telecommunications Standards Institute
(ETSI) and Public Network Operator - Interest Group (PNO-IG) Recommendations.
References to Global Systems Mobile / Personal Communications Networks (GSM/PCN)
are based upon ETSI/ GSM recommendation. 3.5 phase 1. This recommendation is
currently under review and will be updated to ETSI 300 540 GSM Phase 2.
End to end requirements involve the performance of Customer equipment which is
outside BT and the Operators controls.
Customer networks as referred to throughout this document typically consist of
at least one item of Customer Premises Equipment (CPE) situated beyond the
Network Terminating Point (NTP).
Where this Specification sets out matters that the Parties endeavour to agree,
and agreement is not reached, such matters shall be disputes.
RESPONSIBILITIES
The responsibility for overall transmission quality is held by the Party
selected by the Customer to carry the Call. If the Call is an indirect access
Call then the indirect access Operator is responsible for the end to end
quality of the Call.
If the overall transmission quality for a Call cannot be met because either
Party is unable to comply with the reasonable requests of the other Party, then
neither Party will be obliged to convey the Call.
________________________________________________________________________________
Page 3 of 13
<PAGE> 47
RELEVANT PARAMETERS
Overall performance is affected by the following parameters:
Overall loss
Transmission Time (Absolute delay and propagation delay)
Echo and Stability
Quantising distortion
Coding standards
Attenuation distortion
Group delay distortion
Sidetone loss
Crosstalk
Errors
Jitter and Wander
BT and the Operator shall endeavour to achieve the requirements and objectives
for overall loss, delay, echo loss, quantising distortion, and coding standards
given in sections 4 to 10 inclusive. BT and the Operator shall each plan in
accordance with the guidance given for the remaining parameters listed above.
It should be noted that for some parameters the CPE may have a significant
effect on the end to end performance.
OVERALL TRANSMISSION LOSS
LOUDNESS RATING (LR)
The limits for overall loss expressed in terms of Loudness Ratings (LR) are
defined in ITU-T Recommendation P. 76 (Blue book November 1989).
APPORTIONMENT OF OVERALL LOUDNESS RATING (OLR)
END TO END REQUIREMENTS
BT and the Operator shall endeavour to:
A) Provide connections which fall within the ITU-T G111 recommended OLR range
of 8dB to 20dB for all analogue or mixed analogue/digital routings. For all
digital routings the mean value for OLR shall be in the range 8dB to 12dB.
B) avoid connections which exceed the ITU-T Recommended limiting OLR value of
29dB
________________________________________________________________________________
Page 4 of 13
<PAGE> 48
C) minimise the range of different Transmission levels experienced by any one
Customer.
GSM/PCN LOUDNESS CONTROL
Cellular network operators may utilise digital level control in the mobile
switched network to control Send Loudness Rating (SLR) and Receive Loudness
Rating (RLR). values.
RLR AND RECEIVE GSM VOLUME CONTROL
The use of any Customer controlled receive volume control shall not decrease
(i.e. make more sensitive) the RLR, by more than 10 dB for planning
purposes.
TRANSMISSION TIME
TRANSMISSION DELAYS WITHIN THE FIXED NETWORK - WITHOUT ECHO CONTROL
For UK Calls not employing echo control, the NTP - NTP one way delay shall be
less than 13 ms for at least 95% (See 1) of Calls. Assuming that Customer
network delays at each end of the Call do not exceed 5 ms, then the total end to
end delay shall be less than 23 ms.
For the small proportion of Calls that exceed the 13ms limit, an absolute limit
of 25ms excluding Customer networks shall be observed. Previous investigations
have identified that customers may find such Calls to be unacceptable since
Customer network delays could increase the end to end delay to over 30ms.
- ---------------
1 The 95% limits in 0, 0, 0, 0, 0 & 0 shall be implemented such that the
possibility of individual Customers always encountering unacceptable
performance is minimised.
________________________________________________________________________________
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<PAGE> 49
PREFERRED APPORTIONMENT OF TRANSMISSION DELAY
[FIGURE 3]
FIGURE 1 TRANSMISSION DELAYS THROUGH THE UK TELEPHONE NETWORK
The apportionment principles presented in Figure 1 ensure that BT or Operator
Customers experience acceptable levels of transmission delay. Any
reapportionment of the segment boundaries (Collection, Transport and Delivery)
shall be subject to joint agreement.
CALLS THAT INVOLVE AN INTERNATIONAL GATEWAY
For International Calls the one way delay from the NTP to the International
Switching Centre (ISC) shall be no greater than 7 ms for 95% of Calls, with an
absolute limit of 12 ms.
MAXIMUM DELAY UNDER ROUTE FAILURE CONDITIONS.
In situations where Calls have to be re-routed around failed sections of the BT
or Operator Network, it is acceptable for the proportion of Calls meeting
recommended delay limits to fall below 95%, however the absolute limits given
above shall not be exceeded.
TRANSMISSION DELAYS WITHIN THE FIXED NETWORK - WITH ECHO CONTROL
Where echo control is provided over the fixed network, the one-way delay limit
for at least 95% of national Calls shall be less than 125 ms. No Calls shall
exceed the absolute one-way delay limit of 150 ms.
________________________________________________________________________________
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<PAGE> 50
TRANSMISSION DELAYS INVOLVING DIGITAL MOBILE/WIRELESS ACCESS
TRANSMISSION DELAYS BETWEEN DIGITAL MOBILE/WIRELESS ACCESS AND THE
FIXED NETWORK - WITH ECHO CONTROL
The one way delay limit for at least 95% of Calls between mobiles on digital
networks or wireless access networks and the fixed network shall be less than
125 ms. No Calls shall exceed the absolute one-way delay limit of 150 ms.
TRANSMISSION DELAYS WITHIN DIGITAL MOBILE/WIRELESS ACCESS NETWORKS - WITH ECHO
CONTROL.
The one way delay limit for at least 95% of Calls between mobiles on digital
networks or wireless access networks within the UK shall be less than 215 ms. No
connection shall exceed 230 ms one way delay.
TRANSMISSION DELAYS ON INTERNATIONAL CALLS - WITH ECHO CONTROL.
The maximum one way delay for an International Call using echo control will
depend upon the nature of the destination network e.g. fixed, digital mobile or
wireless access and the transmission media e.g. satellite or cable.
International Calls using echo control should not exceed 400 ms, it is however
recognised that under cable circuit failure/congestion conditions, satellite
backup circuits may not meet this requirement.
ECHO LOSS
BT and the Operators shall seek to meet the design objective for echo loss (as
defined in ITU-T Recommendation G122) presented at the Switch Connection with
equal relative levels for both directions of transmission of 20dB, with no
connections being less than 15dB for practical implementation.
CPE connected via a 2-wire interface can have significant effect on echo
losses. For planning purposes BT and the Operator shall assume that CPE will
present an impedance of 600 ohms or the network shown in fig 5 of BS6305 at the
2 wire NTP.
CPE and Customer networks are likely to determine the largest part of echo
losses in the case of 4-wire connection to the BT and the Operator Systems. For
planning purposes BT and the Operator shall assume that the CPE meets the 20dB
echo loss objectives given in the Oftel Network Code of Practice (for the Design
of Private Telecommunications Networks) - NCOP.
________________________________________________________________________________
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<PAGE> 51
GSM/PCN ECHO LOSS
The echo loss under operational conditions for a GSM/PCN based system shall be
at least 46 dB referred to the Switch Connection with any Customer volume
control set to its maximum output (i.e. loudest) position. ETSI/GSM 03.50/1
Section 3.4.1 provides further information related to echo loss. ITU-T
Recommendation G165 provides guidance for the performance of echo control
devices when switched into a connection. ITU-T Recommendations G151 and G473
refer.
ECHO CONTROL - INTERNATIONAL CONFORMANCE
Echo control devices for international connections to and from BT shall conform
to ITU-T. Rec.G.165 on echo cancellers.
ECHO CONTROL - GSM
The GSM/PCN system shall provide echo protection as stated in ETSI/GSM 03.50/1
Section 3.4.2.
STABILITY LOSS
For International Calls and National Calls stability loss considerations shall
be satisfied by the following requirement.
The loss presented at the Switch Connection with equal relative levels for both
directions of transmission shall not be less than 6dB at any frequency up to
4kHz. Account shall be taken of all conditions presented at the Switch
Connection under normal operating conditions and any customer volume controls
should be at maximum output.
CPE connected via a 2-wire interface may have a significant effect on stability
loss. For planning purposes BT and the Operator shall assume the CPE may
present either open circuit or short circuit conditions at a 2-wire NTP.
CPE and Customer networks are likely to largely determine the stability losses
in the case of 4-wire connection to the BT and the Operator Systems. For
planning purposes BT and the Operator shall assume that the CPE meets the 6dB
stability loss requirement given in the NCOP.
It is recognised by the Parties that stability losses of less than 6 dB could
cause oscillation.
________________________________________________________________________________
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<PAGE> 52
QUANTISING DISTORTION
FIXED NETWORK LIMITS
In order to meet international and UK requirements the following limits for
quantising distortion units (qdu) shall be met:
A1) Max end to end International 14 qdu
B1) Public network collection(access network) 5 qdu
C1) National transport/Trunk Network 0 qdu
D1) Public network delivery (access network) 5 qdu
MOBILE NETWORK LIMITS
D2) Max end to end International 18 qdu
A2) Collection(accessnetwork) 7 qdu
B2) National transport/Trunk Network 0 qdu
C2) Delivery (access network) 7 qdu
For planning purposes BT and the Operator shall assume that Customer networks do
not introduce more that 2 qdu.
CODING STANDARDS
At a digital interface it is a requirement that analogue information shall be
encoded using the 8bit, A-law characteristic in accordance with ITU-T
Recommendation G711 such that a 64kbit/s time slot at the Switch Connection can
be decoded using a 8 bit, A-law decoder.
________________________________________________________________________________
Page 9 of 13
<PAGE> 53
NOISE
The limits for single tone or narrow band noise shall be more stringent than the
limits for wideband noise to avoid Customer annoyance. As a general rule, the
power in any individual tone should be 10dB less than the psophemetric noise
power in the circuit (ITU-T Recommendation P11).
The following ITU-T recommendations shall be complied with to give appropriate
limits.
Digital Exchanges - Recommendations Q.551 and Q.554
PCM line systems - Recommendation G.712
GSM/PCN systems - ETSI/GSM 3.50/1 section 3.2
The limits in Recommendation G.123 are of particular importance as they control
the level of noise on International Calls.
ATTENUATION DISTORTION
In order to adequately control attenuation distortion each component of the
connection shall have a suitable distortion limit. The following ITU-T
Recommendations apply.
Digital Exchanges - Recommendations Q.551 and Q.554
Digital Line Systems - Recommendation G.712
GROUP DELAY DISTORTION
The following ITU-T Recommendations give suitable limits for the group delay
distortion introduced by line transmission systems and coding processes in
digital exchanges:
Digital Exchanges - Recommendations Q.551 and Q.554
Digital Line Systems - Recommendation G.712
SIDETONE MASKING RATING - NORMAL TELEPHONY CUSTOMER TO BT PSTN.
The Sidetone Masking Rating (STMR) for telephony CPE connected to a BT Network
Terminating Point shall nominally be taken as 7 dB for planning purposes.
_______________________________________________________________________________
Page 10 of 13
<PAGE> 54
SIDETONE MASKING RATING BT PSTN TO GSM/PCN
The Sidetone Masking Rating (STMR) for telephony CPE allowing users to gain
access through the GSM system shall be nominally taken as outlined in ETSI/GSM
03.50/1 for STMR and LSTR.
ERROR PERFORMANCE
Error performance of digital networks is of key importance as it determines the
end to end performance of both end to end digital services and analogue
services supported by the BT and Operator Systems.
The allocation principles of Recommendation G. 821 shall be used when
determining the error for individual transmission systems.
NON SPEECH LEVELS
The use of any non-speech signals within an established Call, or during the
phase of Call set-up or clear down, for such purposes as signalling (e.g. DTMF)
shall comply with the principles set in Section 4 of BS6305 : 1992, that have
been based upon a 0 dBr interface.
Interfaces that are not taken as a 0 dBr point shall be planned as if they were
a 0 dBr for purposes of realising interconnection between the BT System and a
PCN/GSM System.
GSM/PCN HEADSET AND HANDSET SENSITIVITY/FREQUENCY CHARACTERISTICS
The GSM/PCN system shall provide a performance in accordance with Section 3.8
of ETSI/GSM Recommendation 03.50/1.
________________________________________________________________________________
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<PAGE> 55
REFERENCES
ITU-T RECOMMENDATIONS
G.111 Loudness Ratings in an International Connection
G.122 Influence Of National Systems On Stability, Talker Echo and
Listener Echo In International Connections
G.123 Circuit Noise In National Circuits
G.151 General performance objectives applicable to all modern
International and National extension circuits.
G165 Echo cancellers
G473 Interconnect of a Maritime Mobile satellite system with the
International automatic switched telephone service: Transmission aspects
G.711 Pulse code modulation (PCM) of voice frequencies.
G.712 Performance characteristics of PCM channels between 4-wire interfaces at
voice frequencies.
G.821 Error performance of an International digital connection forming part of
an integrated services digital network.
P.11 Effect Of Transmission Impairments
P.16 Subjective effects of direct crosstalk; Thresholds of audibility and
intelligibility
P.76 Determination of Loudness rating; Fundamental principles
Q.551 Transmission characteristics of digital exchanges.
Q.554 Transmission characteristics at digital interfaces of a digital Exchange.
BS SPECIFICATIONS
BS 6305
NCOP - OFTEL Network Code Of Practice for the design of Private
Telecommunications Networks
ETSI SPECIFICATIONS
ETSI/GSM Recommendation 03.50
________________________________________________________________________________
Page 12 of 13
<PAGE> 56
HISTORY
ISSUE 1.0 JANUARY 1994
ISSUE 1.1 FEBRUARY 1994
ISSUE 2 DRAFT 1 JUNE 1994
ISSUE 2 JULY 1994
ISSUE 2.1 7 JULY 1994
ISSUE A AUGUST 1994
ISSUE B AUGUST 1994
ISSUE C JANUARY 1996
END OF SPECIFICATION
BT Interconnect Standards
PP 311, Angel Centre
403 St John St
London
EC1V 4PL
________________________________________________________________________________
Page 13 of 13
<PAGE> 57
[BT LOGO]
GENERIC
SYNCHRONOUS DIGITAL HIERARCHY
INTERFACE SPECIFICATION
I/C SPECIFICATION 0120
________________________________________________________________________________
Page 1 of 2
<PAGE> 58
GENERIC SYNCHRONOUS DIGITAL HIERARCHY INTERFACE SPECIFICATION
INTERCONNECT REQUIREMENTS
The Synchronous Digital Hierarchy interface between the BT and Operator Systems
shall be as defined in the "Technical Recommendation" agreed in the Public
Network Operator - Committee for SDH Interconnect PNO-CSI (The PNO-CSI is a sub
committee of the NICC - PNO-IG Network Interoperability Consultative Committee,
Public Network Operators Group).
The Operator shall provide a suitable compliance statement against the above
Technical Recommendation. This compliance statement shall be discussed by BT and
the Operator and when agreed shall confirm that the SDH system is suitable for
interconnection of the BT and Operator Systems.
FUNCTIONAL CHARACTERISTICS OF THE 2 MBIT/S INTERFACE
The functional characteristics of the 2 Mbit/s interface shall be as specified
in the BT Generic Electrical and Physical Interface Specification.
REQUIREMENTS FOR COMPLIANCE STATEMENT
<TABLE>
<CAPTION>
SPECIFICATION DESCRIPTION
<S> <C>
SDH interconnect between UK Licensed Defines interworking requirements at
Operators - Technical Recommendation the Point of Connection for all SDH
network layers
Electrical and Physical Specification Section 5 functional characteristics of
the 2Mbit/s interface.
</TABLE>
Copies of the PNO-IG SDH Technical Recommendation are available from NICC to
members.
HISTORY
Issue D January 1996
BT Interconnect Standards
PP 311, Angel Centre
403 St John St, London
London EC1V 4PL
________________________________________________________________________________
Page 2 of 2
<PAGE> 59
ANNEX A
PLANNING AND OPERATIONS
INDEX
A1 Definitions
A2 General
A3 Network Information
A4 Location of Switch Connections
A5 Routing Principles
A6 ISI Interconnect Link Architecture
A7 Capacity Provision
A8 Traffic Forecasts
A9 Capacity Profiles and Advance Capacity Orders
A10 Capacity Orders and Testing
A11 Capacity Order Timescales
A12 Numbering
A13 Technical Review Meetings
A14 Switch Testing
A15 Transmission and Signalling
A16 Performance Standards
A17 Operations
A18 Services
APPENDICES
A BT/Operator Network Information
B BT/Operator Interconnect Information
C Commercial
________________________________________________________________________________
Page 1 of 38
<PAGE> 60
1. DEFINITIONS
1.1 In this Annex, the Appendices and tables a reference to a paragraph or
Appendix, unless stated otherwise is to a paragraph or appendix of
this Annex. Words, abbreviations and expressions have the meanings
given in Annex D.
2. GENERAL
2.1 This Annex details the planning and operational principles for
conveying Calls between the BT System and the Operator System and
provides the technical basis for the Specifications and for the
Manuals. The Specifications define the characteristics of the
interface between the BT System and the Operator System. The Manuals
provide procedures for the provision and rearrangement of Capacity
(Provisioning Manual), testing (Testing Manual) and operations and
maintenance (Operations and Maintenance Manual).
2.2 This Annex contains provisions on the planning and operation of
services provided under this Agreement. The details of the
interconnect between the Parties' Systems and the plans for future
developments relating to interconnect shall be recorded in the
Technical Master Plan. The Customer Service Plan shall contain details
of the points of contact within the Operator's and BT's organisation.
The Parties shall endeavour to keep these documents up to date.
3. NETWORK INFORMATION
3.1 Insofar as not previously provided, each Party shall provide to the
other the information listed in Appendix A as soon as reasonably
practicable and in any event not more than 20 Working Days from the
date of this Agreement.
3.2 In addition to the requirements set out in paragraph 4 of the main
body of this Agreement, each Party will provide to the other
information on any proposed introduction, closure, replacement or
modification to any Switch referred to in paragraph 3.1 and where
relevant, adjustments to the Number Ranges supported by such Switches
as soon as practicable and, in any event, at not less than 4 months
prior to the implementation.
3.3 Each Party will provide to the other, on request, information on the
availability (or otherwise) of sufficient transmission capacity at any
BT or Operator building for establishing IECs from that location.
________________________________________________________________________________
Page 2 of 38
<PAGE> 61
4. LOCATION OF SWITCH CONNECTIONS
4.1 BT SWITCH CONNECTIONS
4.1.1 The Operator shall nominate by written notice to BT the BT Switch
Connections at the following BT Exchanges identified in accordance
with paragraph 3.1 (where Calls are to be handed over from the
Operator System to the BT System):
(a) Any BT Tandem Exchange;
(b) Any BT DLTE;
(c) Any BT DLE;
(d) Any BT ISC.
4.1.2 BT shall nominate by written notice to the Operator; BT Switch
Connections where Calls (for which BT has responsibility in accordance
with paragraph 5.1.3) are to be handed over from the BT System to the
Operator System.
4.1.3 The Operator shall nominate by written notice to BT, BT Switch
Connections where Calls (for which the Operator has responsibility
pursuant to paragraph 5.1.3) are to be handed over from the BT System
to the Operator System.
4.2 OPERATOR SWITCH CONNECTIONS
4.2.1 BT shall nominate by written notice to the Operator, Operator
Switch Connections at an Operator Exchange identified in accordance
with paragraph 3.1 at which Calls are to be handed over from the BT
System to the Operator System.
4.2.2 The Operator shall nominate by written notice to BT, Operator
Switch Connections at which Calls (for which the Operator has
responsibility in accordance with paragraph 5.1.3) are to be handed
over from the Operator System to the BT System.
4.2.3 BT shall nominate by written notice to the Operator, Operator
Switch Connections where Calls (for which BT has responsibility
pursuant to paragraph 5.1.3) are to be handed over from the Operator
System to the BT System.
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<PAGE> 62
5. ROUTING PRINCIPLES
5.1 RESPONSIBILITIES
5.1.1 Each Party shall route the other Party's traffic in accordance
with the following routing principles:
(a) routing within a Party's System shall be equivalent to the
routing of similar types of traffic for the generality of such
Party's Customers including alternative routing where
appropriate;
(b) insofar as practicable routing shall avoid analogue routing
within a Party's own System. The Parties acknowledge that some
International Calls and Calls to or from Third Party's systems
may involve analogue routing.
5.1.2 The Parties shall develop and apply network traffic management
strategies and procedures to maintain customer service quality and to
protect the Parties' Systems as are appropriate. Full details of the
network traffic management provisions are set out in the Operations
and Maintenance Manual. These shall include:
(a) designation of specific Traffic Routes to restore service if a
route loss occurs;
(b) establishment of overflow procedures if there is route
congestion;
(c) establishment of special procedures for busy circuits enabling
either diversion of a Call to a different routing or diversion to
an agreed tone or message.
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<PAGE> 63
5.1.3 The responsibilities for Traffic Types are set out in Table A
below. The responsibilities include choice of Switch Connections,
provision of Traffic Forecasts, provision of Capacity Profiles and
placing of Capacity Orders.
TABLE A
<TABLE>
<S> <C>
TRAFFIC TYPE PARTY HAVING THE
RESPONSIBILITIES
SET OUT IN
PARAGRAPH 5.1.3
Calls to geographic
telephone numbers
BT to Operator BT
Operator to BT Operator
Calls to non-geographic
telephone numbers
BT to Operator BT
Operator to BT Operator
International Calls
BT to Operator to overseas BT
Operator to BT to overseas Operator
Transit Calls
BT to Operator to transit
destination
Operator to BT to transit BT
destination Operator
Number Translation
Services Calls
BT to Operator BT
Operator to BT Operator
Indirect Access Calls
BT to Operator Operator
Operator to BT BT
BT Operator services calls
Operator to BT Operator
Emergency Calls
Operator to BT Operator
</TABLE>
5.1.4 Each Party shall ensure that a Route Type is provided on each
Interconnect Link for the conveyance of Traffic Types for which that
Party has responsibility in accordance with paragraph 5.1.3. Where a
Party wishes to segregate its traffic into different Traffic Types it
may order additional Route Types in accordance with Schedule 01 or 130
as appropriate. Where a Traffic Route is used for the conveyance of
Calls for both Parties in accordance with the provisions of paragraphs
5.3 and 10.3, a single Route Type may be used.
5.2 INTERCONNECT TRAFFIC ROUTE STRUCTURE
________________________________________________________________________________
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<PAGE> 64
5.2.1 Subject to the provisions of paragraph 5.2.6 the Parties shall
establish Interconnect Links to convey Calls between the BT System and
the Operator System on Traffic Routes between each Operator Switch
Connection and at least one BT DMSU. For Operators with geographic
Number Ranges, such BT DMSU (except in the geographic area served by
the 0171 and/or 0181 Director Area Numbers):
(1) is a Parent BT Exchange for BT DLEs supporting Number Ranges for
geographic NNGs shared between BT and the Operator; or
(2) is a Parent BT Exchange for BT DLEs supporting Number Ranges for
geographic NNGs serving the same geographic area as geographic
NNGs used by the Operator and any Third Party Operator.
5.2.2 Subject to the provisions of paragraph 5.2.3, if the Operator uses
Number Ranges in the geographic area served by the 0171 and/or 0181
Director Area Numbers and the adjacent BT Charge Groups, Traffic
Routes shall be provided between each Operator Switch Connection
supporting number ranges in such geographic area (served by the 0171
and/or 0181 Director Area Number or the adjacent BT Charge Groups) and
at least one BT DJSU.
5.2.3 If the Operator delivers traffic to a BT Switch Connection at:
(a) a single BT DMSU; or
(b) a BT DMSU and a single BT DJSU;
and if BT chooses to deliver traffic from more than one BT Switch
Connection to the Operator System, then the relevant Interconnect Link
shall be for BT's exclusive use and provided at BT's expense.
5.2.4 If the Operator wishes to provide Traffic Routes to more than one
BT DJSU, the Parties shall agree the combination of DJSUs and the
Traffic Streams to be routed through them. Under normal operations
alternative routing of traffic between the Traffic Routes described in
paragraphs 5.2.1 and 5.2.2 will not be available.
5.2.5 The Operator may choose to deliver International Calls (excluding
those to Republic of Ireland) to the BT System to one or more BT ISC.
5.2.6. Notwithstanding the provisions of paragraph 5.2.1 if the Operator
wishes to deliver only International Calls to the BT System (for
conveyance to Authorised Overseas Systems other than the Republic
________________________________________________________________________________
Page 6 of 38
<PAGE> 65
of Ireland) the Operator may choose to deliver International Calls to
one or more BT ISCs only.
5.2.7 If the Parties fail to agree the BT Tandem Exchanges or the BT ISC
referred to in this paragraph 5.2 then either Party may notify the
other in writing of a Dispute.
5.2.8 Interconnect Links shall have Traffic Routes such that:
(1) for ISI, Traffic Routes shall be established to convey only those
Traffic Types for which a Party has responsibility in accordance
with paragraph 5.1.3; and
(2) for Customer Sited Interconnect, Traffic Routes shall be
established, either:
a) in accordance with the provisions for ISI set out in (1)
above; or
b) for all Traffic Types.
5.2.9 Traffic Routes will be supported by not less than one Signalling Link
Set, except for Traffic Routes to a BT ISC where the Operator has
Interconnect Links to more than one BT ISC and uses C 7 (TUP)
signalling.
5.2.10 The Party whose Switch Connection conveys the relevant Calls to the
other's System shall assign Traffic Streams (identified by
destination) to a particular Traffic Route. BT and the Operator shall,
subject to paragraph 5.4 below, advise each other which Traffic
Streams are assigned to which Traffic Route. Unless otherwise agreed,
each Party shall use its reasonable endeavours to ensure that traffic
is directed in accordance with the advice given to the other. Traffic
so routed is primary traffic as described in paragraph 5.4.
5.2.11 Where there is a Traffic Route to or from a Switch Connection and
notification has been given by either Party that the relevant Switch
Connection is to be removed then no additional Capacity shall be
provided on that Traffic Route save that agreed in the Advance
Capacity Order current on the date when notification was given.
5.2.12 If BT conveys Emergency Calls from the Operator System BT shall
allocate the same priority to Emergency Calls handed over from the
Operator System as it provides to Emergency Calls from BT Customers.
5.2.13 A BT DLE is available solely for the delivery or collection of Calls
to or from the Number Ranges served by that BT DLE. A BT DLTE is
available for the delivery or collection of Calls to or from Number
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Ranges served by that BT DLTE and by BT DLEs directly connected to
that BT DLTE.
5.2.14 All Calls to BT Number Translation Services shall be handed over
at BT DMSUs.
5.2.15 All International Calls sent via the BT System shall be handed
over at either BT DMSUs or BT ISCs and comply with the provisions of
paragraph 5.6.
5.3 INTERCONNECT TRAFFIC ROUTE DIMENSIONING
5.3.1 Except as described in paragraphs 5.4.2 and 5.4.3 whereby two Traffic
Routes may in combination provide the Fully Provided Capacity for a
single Traffic Stream, Traffic Routes shall be Fully Provided to carry
only the traffic for which Capacity has been ordered in accordance
with this Annex and such Traffic Routes shall be operational at no
worse than the required grade of service.
5.3.2 Where Traffic Route is used for the conveyance of Traffic for both
Parties, the forecast requirement of Capacity shall be based upon the
route busyhour. The forecasts shall be based upon a proposed grade of
service of better than 0.008 subject to the route dimensioning giving
a grade of service of better than 0.02 at 10 per cent traffic overload
and better than 0.05 at 20 per cent traffic overload, unless the
Parties agree otherwise.
5.4 INTERCONNECT ROUTING RULES
5.4.1 Traffic other than primary traffic shall be identified as overflow
traffic. Overflow traffic has a lower priority than primary traffic.
However:
(a) overflow traffic from the Operator System which has overflowed
because of a physical or operational failure of the BT System
shall be given the same priority by BT as primary traffic;
(b) overflow traffic from the BT System which has overflowed because
of a physical or operational failure of the Operator System shall
be given the same priority by the Operator as primary traffic;
and
(c) when a Call (which was part of the overflow traffic) is switched
and the Call has seized a circuit on a Traffic Route, such Call
shall lose the overflow categorisation and be treated in the same
manner as the other traffic on that Traffic Route.
5.4.2 Operator to BT Traffic
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(1) The Operator may convey an entire Traffic Stream in one Traffic
Route to one BT Switch Connection. These Calls shall be primary
traffic.
(2) The Operator may overflow a Traffic Stream to a BT Tandem
Exchange provided that the Operator has a Traffic Route to that
Switch. These Calls shall be overflow traffic.
(3) For Calls conveyed on the Operator's written request to BT DMSU,
BT DLTEs or BT DLEs BT shall arrange with the Operator for dual
paths to be provided within the BT System. The design objective
will be to split the Traffic Stream between two Traffic Routes in
the ratio 1:1, with a maximum variation of + or - 1/3. These
Traffic Routes shall be dimensioned to convey the expected
Traffic Streams at the required grade of service. Calls may be
initially offered to one Traffic Route or the other, with traffic
re-routing to one Traffic Route or the other.
(4) For Calls conveyed on the Operator's written request to BT DJSUs,
BT shall arrange with the Operator for dual paths to be provided
within the BT System, subject to the Parties agreeing the split
of the traffic between any Traffic Routes. If the Parties fail to
agree the traffic split, then either Party may notify the other
in writing of a Dispute.
(5) Any such arrangement shall provide for traffic carried on the
planned routings in accordance with the planned traffic split to
be primary traffic, with all traffic on a routing outside the
permitted split as overflow traffic.
(6) The Operator may choose between the following routing
arrangements:
1st choice to planned route - primary traffic
2nd choice to unplanned route - overflow traffic
or
1st choice to planned route - primary traffic
2nd choice to planned route - primary traffic
(7) BT may charge reasonable additional rates for overflow traffic
after two years from the date on which the BT System and the
Operator System were or are to be interconnected.
(8) Notwithstanding paragraph 5.4.2 (7), the Operator shall not pay
additional rates for overflow traffic as a result of a physical
or operational failure of the BT System.
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5.4.3 BT to Operator Traffic
(1) BT shall hand over traffic to Operator Switch Connections in
accordance with the provisions of paragraph 5.2.1.
(2) The following provisions shall apply if there is more than one
Operator Switch Connection:
(a) BT may convey an entire Traffic Stream in one Traffic Route
to one Operator Switch Connection. These Calls shall be
primary traffic.
(b) BT may overflow a Traffic Stream to another Operator Switch
Connection provided that BT has a Traffic Route to that
Switch. These Calls shall be overflow traffic.
(c) For Calls conveyed on BT's written request to Operator
Exchanges the Operator shall arrange with BT for dual paths
to be provided within the Operator System. In this instance,
the design objective will be to split the Traffic Stream
between two Traffic Routes in the ratio 1:1, with a maximum
variation of + or - 1/3. These Traffic Routes shall be
dimensioned to convey the expected Traffic Streams at the
required grade of service. Calls may be initially offered to
one Traffic Route or the other, with traffic re-routing to
one Traffic Route or the other.
(d) Arrangement under paragraph 5.4.3(2)(c) shall provide for
traffic carried on the planned routings in accordance with
the planned traffic to be split as primary traffic, with all
traffic on a routing outside the permitted split as overflow
traffic.
(e) BT may choose between the following routing arrangements:
1st choice to planned route - primary traffic
2nd choice to unplanned route - overflow traffic
or
(f) The Operator may charge reasonable additional rates for
overflow traffic after the period of two years from the date
on which the BT System and the Operator System were or are
to be interconnected.
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(g) Notwithstanding paragraph 5.4.3 (2)(f), BT shall not pay
additional rates for overflow traffic as a result of a physical
or operational failure of the Operator System.
5.4.4 BT-Operator Indirect Access Traffic
(a) If the Parties have agreed in a Schedule to convey Indirect
Access Calls, the Operator shall nominate a BT Switch Connection
to receive Indirect Access Calls from each BT Number Range in
accordance with the technical principles contained in the Generic
Transmission Interface Specification.
(b) For Indirect Access Calls received at a BT Switch Connection and
on the Operator's written request, BT shall arrange not less than
one alternative path to be provided to the Operator System.
Routing from the nominated BT Switch Connection to the Operator
System shall be limited to Traffic Routes from that BT Switch
Connection.
5.4.5 Operator to BT Number Translation Services Traffic
The Operator shall convey Calls for BT Number Translation Services to
a BT DMSU Switch Connection which is as near as practical to the
origination of the Call, having regard to any requirements necessary
to identify the intended destination.
5.5 INTERCONNECT ROUTE DIVERSITY AND SECURITY
5.5.1 Where either Party requests physical route diversity it shall take
account of the Signalling Links and the Traffic Routes.
5.5.2 The Traffic Route(s) between an Operator Switch Connection and the
relevant BT Switch Connection shall, subject to the normal planning
practices of the relevant Party, ensure that a single failure of
equipment does not give rise to failure of a Traffic Route.
5.6 ROUTING OF INTERNATIONAL TRAFFIC
5.6.1 The Operator may choose to hand over International Calls to BT
DMSUs and/or BT ISCs, provided that, if the Operator has an
obligation in the Operator Licence to provide "International
Connection Services", International Calls shall only be routed and
handed over via Interconnect Links established to one or more BT
ISCs.
5.6.2 If an Operator chooses to hand over International Calls direct to
an ISC and has Interconnect Links to more than one BT ISC, BT shall
inform the Operator which BT ISC shall be first choice routing for a
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particular international destination and the Operator shall so route
its International Calls.
5.6.3 Where agreed, or for NNGs allocated to the Operator for the
provision of Land Mobile Radio Services for a digital service (GSM,
PCN), Calls may be handed over to the Operator System from a BT ISC.
Calls from an international destination to other NNG or "DE" Number
Ranges assigned to the Operator shall be routed by BT from the BT ISC
to the relevant BT DMSU to be handed over to the Operator System.
5.6.4 International Calls for conveyance to the Republic of Ireland
shall be handed over to BT at a BT DMSU.
5.7 RECORD OF ARRANGEMENTS
The Parties shall record the physical arrangements and Number Ranges,
or part thereof, for each of the Traffic Routes on an Interconnect
Link. Information shall be provided in accordance with the
Provisioning Manual and a record of these arrangements shall be
maintained in the Technical Master Plan.
6. ISI INTERCONNECT LINK ARCHITECTURE
ISI Interconnect Links shall be transmission systems using either PDH
or SDH technology, where the interfaces are set out in the Generic
Electrical and Physical Interface Specification and, in the case of
SDH, additionally in the Generic SDH Interface Specification.
6.1 ISI INTERCONNECT LINKS USING PDH
(a) Equipment
The manufacturer and type of equipment used to terminate the ISI
Interconnect Link shall be the same at each end of the fibre and
be one of those agreed and listed in the Provisioning Manual.
(b) Procedures
Operational procedures for the provision of PDH ISI Interconnect
Links are described in the Provisioning Manual and their
maintenance is described in the Operations and Maintenance
Manual.
(c) IECs
Interconnect Extension Circuits may be used to complete ISI
Interconnect Links to Remote Switch Connections.
(d) Path Protection
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Where the Operator requests Path Protection using PDH, as set out
in Schedule 01, the manufacturer and type of equipment used to
effect the Path Protection shall be the same at each end of the
fibre and be one of those agreed and listed in the Provisioning
Manual as suitable for supporting Path Protection.
6.2 ISI INTERCONNECT LINKS USING SDH
(a) Configuration
ISI Interconnect Links will deliver the equivalent functionality
to an ISI Interconnect Link using PDH technology.
For the avoidance of doubt if an ISI Interconnect Link uses SDH
technology all traffic within the BT System flowing to or from
the 155 Mbit/s STM-1 Add-Drop Multiplexor will be carried by
Intrabuilding Links or IECs and there shall, unless the Operator
has requested Path Protection, be one single physical path
between the 155 Mbit/s STM-1 Add-Drop Multiplexors.
(b) Equipment
The manufacturer and type of equipment that BT shall use to
terminate the SDH ISI Interconnect Link shall be those listed in
the Provisioning Manual. The Operator may use any equipment that
conforms to the Generic SDH Interface Specification.
(c) Management
Neither Party shall exercise management control of the other
Party's 155 Mbit/s STM-1 Add-Drop Multiplexor. In particular, the
transmission messages to the other Party via the Data
Communications Channel (DCC) in the STM-1 Add-Drop Multiplexor
section overhead shall be inhibited.
(d) Testing and Operational Procedures
If the Operator chooses to use equipment that has not been
validated to ensure that it interworks with the equipment that BT
uses, the Parties shall test the equipment to ensure that the
performance standards are met. Unless otherwise agreed such
testing shall be completed before an order for such an
Interconnect Link is placed. If the Parties agree to carry out
the testing after an order is received that order shall be
subject to adjustment of the delivery date to include such tests.
Operational procedures for the provision of SDH Interconnect
Links are described in the Provisioning Manual and their
maintenance is described in the Operations and Maintenance
Manual.
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(e) IECs
Interconnect Extension Circuits shall be provided using PDH or
SDH at the suppliers election solely for the completion of ISI
Interconnect Links to Remote Switch Connections.
(f) Path Protection
If the Operator requests Path Protection, all VC paths shall
terminate on a single add-drop Multiplexor at the BT Switch
Connection. This configuration shall be used where VC Path
Protection is deployed in the SDH equipment terminating the VC
paths.
7. CAPACITY PROVISION
7.1 INITIAL INTERCONNECTION
Prior to the first Capacity Order under this Agreement:
7.1.1 the Operator shall provide BT with the following information:
(1) details about the proposed Operator Exchange or Exchanges,
software build level and of the relevant Operator Switch
Connections nominated by the Operator;
(2) details of the relevant BT Switch Connections nominated by the
Operator;
(3) details of the services (as in the Schedules) which the Operator
requires on the first Ready for Service Date;
(4) Number Ranges served by and that may be accessed via the Operator
System;
(5) a statement of the conformity of the Operator System to the
Specifications;
(6) the first Capacity Profile (as described in paragraph 9 below);
(7) the first Traffic Forecasts (as described in paragraph 8 below);
(8) proposed Traffic Routes, by Number Ranges (in the form set out in
the Provisioning Manual);
(9) details of proposed Points of Connection and Interconnect Links;
(10) Where the Operator intends to send Emergency Calls to the BT
System, and the Operator Licensed Area is smaller than the
geographic area covered by the BT System, the Operator shall
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provide BT with a map showing the boundary of the area from where
Emergency Calls are to be sent to the BT System to a scale of
approximately 1:50,000.
7.1.2 BT shall provide the Operator with the following information:
(1) proposed signalling and testing requirements within the time
scale set out in paragraph 14.2 below;
(2) details of the relevant Operator Switch Connections and BT Switch
Connections nominated by BT (if any), within 20 Working Days of a
written request by the Operator;
(3) proposed Traffic Routes by Number Ranges if the Operator is
planning to use more than one Operator Switch Connection at the
first Ready for Test Date within 20 Working Days of a written
request by the Operator.
7.1.3 The information specified in paragraphs 7.1.1 and 7.1.2 above
shall be exchanged in the manner detailed from time to time in the
Provisioning Manual. A summary of that information specified is set
out in Appendix B to this Annex. The Parties shall hold such meetings
as are required for this exchange of information.
7.2 Where the Operator is seeking an initial interconnection to the BT
System to transfer traffic generated by an established customer, the
Operator shall provide BT not less than 20 Working Days prior to the
first planning meeting referred to in paragraph 7.1.3 above with the
following information:
(1) traffic volumes from the Operator System to the BT System for
each proposed BT Switch Connection;
(2) traffic volumes from the BT System to the Operator System for
each proposed BT Switch Connection; and
(3) specific requirements for the transfer of the Operator's existing
Number Ranges.
8. TRAFFIC FORECASTS
8.1 GENERAL
Traffic Forecasts shall be used by the Parties for planning sufficient
switch and distributive network capacity to meet subsequent Capacity
Order requirements. While the Parties shall use reasonable endeavours
to provide accurate Traffic Forecasts, they shall not be legally
binding except to the extent stated otherwise in this Agreement.
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8.2 TRAFFIC FORECAST CONTENT
8.2.1 Traffic Forecasts for each BT Switch Connection shall be prepared
by the Operator being the aggregate of the Traffic Types listed in
Table A of this Annex for which the Operator is stated to have the
responsibility as defined in paragraph 5.1.3.
In addition the Operator shall prepare Traffic Forecasts for each
Operator Switch Connection being the aggregate of the specific Traffic
Types listed in Table A for which BT is stated to have the
responsibilities as defined in paragraph 5.1.3. However BT shall
forecast this traffic when it is mature, that is when the dominant
factor in forecasting future traffic trends is the general economic
trends affecting the UK.
All Traffic Forecasts shall be in the form set out in the Provisioning
Manual.
8.2.2 Where a BT ISC is used as a BT Switch Connection, Traffic
Forecasts shall define the following:
(a) outgoing traffic by destination country where the busy hour
traffic is expected to exceed 5 erlangs;
(b) the total outgoing traffic for all countries where the busy hour
traffic is less than 5 erlangs.
8.2.3 The Parties shall endeavour to agree for each Traffic Route
immediately following the second anniversary of the Ready for Service
Date of that Traffic Route whether such Traffic Route is mature. If
the Parties fail to agree whether a Traffic Route is mature then
either Party may notify the other in writing of a Dispute.
8.3 FORECASTING PERIODS
8.3.1 Traffic Forecasts shall be on a rolling basis for a period of
three years.
8.3.2 A Traffic Forecast provided by the Operator to BT at yearly
intervals for each Switch Connection pursuant to paragraph 8.2 shall
be made available at least 15 Working Days before the Technical Review
Meeting immediately before the Traffic Forecast period next following.
These Traffic Forecasts shall (subject as provided below) cover the
following three years broken down for each quarter for the first two
years.
8.3.3 For each mature Traffic Route (as defined in paragraph 8.2), BT
shall supply the Operator with the Traffic Forecasts at yearly
intervals, not less than 15 Working Days before the Technical Review
Meeting immediately prior to the period which is the subject of the
Traffic
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Forecast. These Traffic Forecasts shall cover the following three
years broken down for each quarter for the first two years.
8.3.4 If either Party's Traffic Forecast for a category of traffic for any
twelve month period at any Switch Connection has changed 10 per cent.
or more since the last Traffic Forecast or where any additional Switch
Connection is proposed by such Party during the next twelve months,
then the changed Traffic Forecast shall be notified not later than the
next Technical Review Meeting following such change or adoption of
such proposal.
8.3.5 During the first two years after the first Ready for Service Date, the
Operator may supply Traffic Forecasts covering only two years.
Thereafter, such Traffic Forecasts shall cover a period of three
years.
8.4 TRAFFIC FORECAST INFORMATION
8.4.1 Traffic Forecasts supplied pursuant to paragraph 8.3 shall:
(a) be in terms of day and evening busy hour Erlangs. The day busy
hour shall be within the period 0800 to 1800 hours and the
evening busy hour shall be within the period 1800 to 0800 hours
except where agreed otherwise;
(b) identify the time of the busy hour for a Traffic Route to be
configured pursuant to paragraph 8.1;
(c) be in the form set out in the Provisioning Manual and may be in
an electronic form agreed between the Parties;
(d) be authorised and signed at an appropriate level by the
originating Party and acknowledged by the receiving Party.
8.5 FORECASTING EVOLUTION
8.5.1 The Parties may agree to modify the procedures in this paragraph 8 if
and when additional Traffic Routes and/or Traffic Streams are
identified or if presently planned Traffic Routes are subdivided.
8.5.2 The forecasting procedures shall be reviewed at the Technical Review
Meeting to discuss routing and forecasting matters and to agree
changes and appropriate timings for their implementation.
9. CAPACITY PROFILES AND ADVANCE CAPACITY ORDERS
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9.1 Before placing Capacity Orders, the Operator shall (subject to
paragraph 9.2 below) supply BT with Capacity Profiles in relation to
Capacity Provision and Capacity Re-arrangement at all existing and
proposed Switch Connections. In paragraphs 9 and 10 and subject to
paragraph 11.4, Capacity Rearrangement may only be initiated by the
Purchaser of the Capacity which is being rearranged. Each Capacity
Profile shall encompass all the Operator's requirements for Capacity
and shall be identified for each relevant Switch Connection. The
obligation of the Operator under this paragraph in relation to a
particular Switch Connection shall cease when the information is
provided by BT under paragraph 9.2.
9.2 With effect from the second anniversary of the Ready for Service Date
(or such later date as the Parties may agree pursuant to paragraph
8.2.3) for each Switch Connection, BT shall supply the Operator with a
Capacity Profile for Traffic Types for which BT has responsibility
pursuant to paragraph 5.1.3. The Capacity Profile shall encompass all
Capacity Provision or Capacity Re-arrangement requirements and be
categorised for each relevant Operator Switch Connection. The Parties
acknowledge that each BT Capacity Profile shall reflect the
information contained in the relevant Traffic Forecast provided under
paragraph 8, plus any other relevant additional information that the
Operator has provided to BT (which shall include any necessary advice
on the timing of Capacity Provision).
9.3 Capacity Profiles for Capacity Provision and Capacity Re-arrangement
shall be provided on separate forms as described in the Provisioning
Manual. The first four months of each Capacity Profile agreed in
accordance with paragraph 9.5 shall form an Advance Capacity Order
pursuant to paragraph 10.
9.4 Each Capacity Profile shall be presented to the other Party at four
month intervals, not less than 15 Working Days before the relevant
Technical Review Meeting.
9.5 Each Capacity Profile shall be reviewed at the relevant Technical
Review Meeting. Where agreed it will be signed at the Technical Review
Meeting by the authorised representatives of each Party to signify
their intention to commit to the Advance Capacity Order.
9.6 If the Parties fail to agree a Capacity Profile (or part thereof),
then either Party may notify the other in writing of a Dispute.
9.7 Those portions of an Advance Capacity Order that have not been agreed
shall be a Dispute. Paragraph 10 shall apply to those parts that have
been agreed (and signed by the Parties).
10. CAPACITY ORDERS AND TESTING
10.1 CAPACITY ORDERING
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10.1.1 In an ACO Period the Operator may, in respect of any BT Switch
Connection nominated by the Operator (for traffic handed over from the
Operator System to the BT System), and, during the period ending two
years after the first Ready for Test Date, in respect of any Operator
Switch Connection nominated by BT (for traffic handed over from the BT
System to the Operator System), place Capacity Orders up to the amount
of the aggregate Capacity Provision (i.e. Capacity to be provided plus
the provide element of Capacity to be rearranged) shown in the
relevant Advance Capacity Orders for each such Switch Connection plus
the greater of (a) 10 per cent. of such Capacity and (b) 4 x 2Mbit/s
units of Capacity. Within these limits each Party shall provide such
Capacity that it is to provide within the time scales laid down in
paragraph 11. For the period ending two years after the first Ready
for Test Date, the reference in (b) to 4 x 2Mbit/s units of Capacity
shall be increased to 8 x 2Mbit/s units of Capacity.
10.1.2 In an ACO Period the Operator shall place Capacity Orders for a
minimum of 80 per cent. of the aggregate Capacity specified in the
relevant Advance Capacity Orders for each Switch Connection, other
than Capacity required at any Operator Switch Connection for incoming
traffic from the BT System. Failure by the Operator to place such
Capacity Orders shall result in pre-payment charges being paid by the
Operator in accordance with paragraph 1 of Appendix C. Pre-payment
charges arising with respect to a specific Switch Connection shall be
accepted as pre-payment for future Capacity Orders in respect of
Capacity for the same Switch Connection placed within 12 months of the
end of the relevant ACO Period (thereby being credited against any
charges payable by the Operator in respect of such Capacity Order(s)).
10.1.3 Capacity Orders placed by the Operator (on behalf of BT) for Capacity
in respect of Traffic Types for which BT has the responsibility
pursuant to paragraph 5.1.3, and any increase in order quantities
above those agreed in the relevant Advance Capacity Order (subject to
the limits set out in paragraph 10.1.1) shall require written
agreement from BT prior to the placing of the relevant Capacity Order.
If the Parties fail to agree an increase in a Capacity Order, either
Party may notify the other in writing of a Dispute.
10.1.4 Within any ACO Period commencing two years after the Ready for Service
Date for a particular Switch Connection, BT may place Capacity Orders
for Capacity required at that Operator Switch Connection for Traffic
Types for which BT has the responsibility pursuant to paragraph 5.1.3,
up to the amount of the aggregate Capacity Provision (i.e. Capacity to
be provided, plus the provide element of Capacity to be rearranged)
shown in the relevant Advance Capacity Orders for such Operator Switch
Connection plus, for any Operator Switch Connection, the greater of
(a) 10 per cent. of such Capacity and (b) 4 x 2Mbit/s units of
Capacity. The Operator shall
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provide such Capacity within the relevant time scales specified in
paragraph 11.
10.1.5 Within any ACO Period commencing two years after the Ready for
Service Date of a Switch Connection, BT shall place Capacity Orders
for a minimum of 80 per cent. of the aggregate Capacity specified in
the relevant Advance Capacity Orders for that Operator Switch
Connection. Failure by BT to place such Capacity Orders shall result
in pre-payment charges being paid by BT in accordance with the
provisions set out in paragraph 1 of Appendix C. Pre-payment charges
arising with respect to a specific Operator Switch Connection will be
accepted as pre-payment for future Capacity Provision Orders in
respect of Capacity at the same Switch Connection placed within 12
months of the end of the relevant ACO Period (thereby being credited
against any charges payable by BT in respect of such Capacity
Order(s)).
10.1.6 If no Advance Capacity Order is provided or Capacity Orders are
placed by the ordering Party in excess of the relevant limit in
paragraph 10.1.1 or 10.1.4:
(1) the Supplier shall not be obliged to meet the time scales set out
in paragraph 11 for that element of the Capacity Order in excess
of the relevant limit;
(2) the time scales shall be agreed in writing for the provision of
excess Capacity and the Ready for Test Dates shall be not later
than 6 months after the date of receipt of a relevant Capacity
Order; and
(3) the Supplier of Capacity in excess of the relevant limit may
raise charges to cover any additional costs that it may incur
arising directly from the provision of Capacity outside the
normal planning process. Neither Party will incur such additional
costs or provide Capacity outside the Advance Capacity Order
process without the prior written approval of the other.
10.1.7 Each Capacity Order will be in the form set out in the
Provisioning Manual and shall include all the information required by
that form.
10.1.8 The tributary allocation charts as set out in the Provisioning
Manual, shall be amended by BT, unless agreed otherwise and included
in the Technical Master Plan.
10.2 TESTING TIMETABLES
10.2.1
(1) BT and the Operator shall commence testing Capacity not later
than 25 Working Days after the relevant scheduled Ready for
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Test Date. Unless agreed otherwise, the Purchaser shall provide
the Supplier with a minimum of 15 Working Days notice of the date
on which testing should commence. The Parties shall co-operate to
ensure that testing is reasonably spread across the 25 Working
Days following the date on which the Capacity is made ready for
testing. The Parties shall use reasonable endeavours to complete
testing in the shortest appropriate time.
(2) If for any reason the Purchaser fails to proceed jointly with the
Supplier in testing of any Capacity, the Purchaser shall notify
the Supplier in writing as soon as possible and where such notice
is less than 5 Working Days before the scheduled Ready for Test
Date, the provisions set out in paragraph 3 of Appendix C of this
Annex shall apply. Testing shall then be re-scheduled by
agreement and commenced on such re-scheduled date. In the event
of testing failing the Parties shall use reasonable endeavours to
ensure testing is recommenced and concluded as quickly as
possible.
(3) The Parties shall agree the required test facilities. The Parties
shall make such test facilities available from the date required
by the other Party. If specified test facilities are missing or
incorrect, Capacity Orders or Data Management Amendments will not
commence until the facilities are made available.
(4) If the Party providing Capacity fails to commence testing
Capacity by a date 25 Working Days after the relevant periods of
time specified in paragraph 11 below, then (without prejudice to
the other Party's rights and remedies under the Agreement) the
Party providing the Capacity shall pay, on demand, to the other
Party liquidated damages for such delay calculated in accordance
with the provisions of paragraph 2 of Appendix C for up to a
maximum of 25 Working Days.
(5) If the Parties fail to agree an acceptable date for the testing
of the Capacity (pursuant to 10.2.1 (2)) either Party may notify
the order in writing of a Dispute.
10.2.2 On the Ready for Test Date the Supplier shall notify the Purchaser
that such Capacity is Ready for Testing. Such notice shall be in the
form set out in the Provisioning Manual.
10.2.3 As soon after the Ready for Service Date as is practical, both
Parties shall certify that the Capacity has been satisfactorily tested
by signing the certificate set out in the Operations and Maintenance
Manual.
10.3 CONGESTION
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Where a Traffic Route is used for the conveyance of traffic for both
Parties and either Party detects the grade of service referred to in
paragraph 5.3.2 not being met because of non-transient causes or
identifies a trend that will lead to such grade of service not being
met in the current or next ACO Period, the Operator shall order Route
Augmentation such that the problem or potential problem is alleviated.
10.4 TESTING AND COMMISSIONING PROCEDURES
The Parties shall jointly test the Capacity and any service specific
items and make any necessary adjustment to ensure that the Capacity
meets the agreed performance standards. Details of the testing
procedures are included in the Testing Manual.
11. CAPACITY ORDER TIMESCALES
11.1 TIMESCALES FOR PROVISION OF CAPACITY
The timescales for the provision of Capacity Ready for Testing are
subject to the provisions set out in Schedules 01 and 130 (as
appropriate) and, paragraph 10.1.6. The time scales are set out in
paragraphs 11.1.3 to 11.1.6 inclusive and are concurrent with those
set out in paragraph 11.1.1 and 11.1.2):
11.1.1 Capacity Provision at a Switch Connection for a Traffic Route passing
through a new Point of Connection on an Interconnect Link using PDH or
SDH:
6 months following the date of receipt of the relevant Capacity Order.
11.1.2 Capacity Provision or Capacity Re-arrangement at a Switch Connection
requiring a change of technology from PDH to SDH or SDH to PDH for a
new or existing Traffic Route at an existing Point of Connection:
6 months following the date of receipt of the relevant Capacity Order.
11.1.3 New Traffic Routes between Switch Connections through an
established Point of Connection using the same technology, including
the provision of additional Customer Sited Interconnect between the
same Switch Connections:
65 Working Days following the date of receipt of the relevant Capacity
Order.
11.1.4 Route Augmentation using the same technology, including the
provision of additional Customer Sited Interconnect between the same
Switch Connections:
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25 Working Days following the date of receipt of the relevant Capacity
Order.
11.1.5 New Traffic Routes over IECs at a Switch Connection using the same
technology:
75 Working Days following the date of receipt of the relevant Capacity
Order.
11.1.6 Route Augmentation using the same technology on Traffic Routes
over established IECs:
35 Working Days following the date of receipt of the relevant Capacity
Order.
11.1.7 Capacity Re-arrangements involving the provision of new Traffic
Routes using the same technology or a new technology already in
service at the relevant Switch Connection:
65 Working Days following the date of receipt of the relevant Capacity
Order.
11.1.8 Capacity Re-arrangements between established Switch Connection
involving Route Augmentation using the same technology or a new
technology already in service at the relevant Switch Connection:
25 Working Days following the date of receipt of the relevant Capacity
Order.
11.1.9 Capacity Re-arrangements involving the provision of new Traffic
Routes requiring IECs using the same technology or a new technology
already in service at the relevant Switch Connection:
75 Working Days following the date of receipt of the relevant Capacity
Order.
11.1.10 Path Protection - on a date such as the Parties shall agree.
11.2 REMOVAL OF CAPACITY
11.2.1 Subject to the relevant Schedules if either Party requires the
removal of Capacity it paid for (or for which payment is due by that
Party under this Agreement), an order identifying the Capacity and the
date from which it is no longer required (a "removal order") may be
placed by that Party on the other Party. The Party receiving the
removal order will remove the Capacity not later than 30 Working Days
from the date of receipt of the removal order.
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11.2.2 If either Party requires the removal of Capacity paid for by the
other Party (or for which payment is due by the other Party under this
Agreement) or the removal of Capacity used for bothway working then a
written request shall be sent to the other Party detailing the
requirement and giving the reasons for its removal. If the Party
receiving the request agrees to the removal of the Capacity such Party
shall issue a removal order to the Party requesting the removal. This
Capacity will then be removed by the Supplier within 30 Working Days
from the date of receipt of the removal order. If the Party receiving
the request does not agree then Capacity shall not be removed until
agreement has been reached or a Dispute is resolved.
11.2.3 A removal certificate shall be issued to the Party who paid (or
who is responsible for payment) for the Capacity on completion of the
removal work.
11.2.4 For the avoidance of doubt, if payment for Capacity removed
pursuant to this paragraph 11 has not been made at the time of such
removal such payment shall remain due and payable.
11.2.5 If pursuant to this paragraph 11.2 Capacity is removed, a
proportion of the relevant connection charge shall be repaid to the
Party requesting the removal. The amount to be repaid shall be that
set out in paragraph 4 of Appendix C to this Annex.
11.3 ORDER AMENDMENT
11.3.1 Capacity Orders may be amended as follows:
(a) Capacity Orders which incorporate agreed amendments requested by
the Supplier or are corrections of simple typing mistakes which
do not affect the Ready for Test Date nor the implementation by
the Supplier will not incur any charges.
(b) Capacity Orders may be withdrawn free of charge up to 10 Working
Days from receipt of the relevant Capacity Order by the Supplier.
Capacity Orders, including any placed in the last 10 Working Days
of an ACO Period which bring the total orders up to 80% of the
Capacity specified in the ACO, and subsequently cancelled within
10 Working Days of placing those orders shall not be included in
the amount of Capacity ordered in the relevant ACO Period.
(c) Capacity Orders may be amended at a charge, details of which are
specified from time to time in the Carrier Price List, up to 10
Working Days from receipt of the Capacity Order by the Supplier.
The original date that the Capacity Order was placed will apply
for the purpose of identifying the Ready for Test Date.
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<PAGE> 83
(d) Capacity Order amendments received after 10 Working Days from
receipt of the original Capacity Order by the Supplier which do
not have a material affect on the order (i.e. editorial change,
data build change only, without change of Supplier's Exchange or
other change which the Parties reasonably agree does not
materially affect the Capacity Provision within the stated time
scales) will be accepted by the Supplier without a change in the
Ready for Test Date at a charge which is set out in the Carrier
Price List.
Where an amendment involves data build changes, the order amendment
must be received by the Supplier not later than 10 Working Days before
the Ready for Test Date
11.3.2 If a Capacity Order is amended other than as set out in (a) (b)
(c) or (d) above, and the amendment is to reduce the Capacity
originally ordered, the Purchaser shall pay the charge set out in
paragraph 5 of Appendix C. The Supplier shall accept such an amendment
without a change in the Ready for Test Date.
11.3.3 The Supplier may extend a Ready for Test Date where there have
been two or more order amendments to any matter included in the order
form set out in the Provisioning Manual during the first 10 Working
Days following receipt of a Capacity Order.
11.4 CAPACITY REARRANGEMENT
Capacity Rearrangement may be requested as follows:
(a) The Purchaser may request in writing Capacity Rearrangement, and
the Supplier shall carry out the necessary work in accordance
with the time scales set out in paragraph 11.1. Capacity Orders,
including any placed in the last 10 Working Days of an ACO Period
which bring the total Capacity Orders up to 80% of the Capacity
specified in the ACO, and subsequently cancelled within 10
Working Days of placing those orders shall not be included in the
amount of Capacity ordered in the relevant ACO period.
(b) If the Supplier requests Capacity Rearrangement of Capacity
previously provided by the Supplier, the Supplier shall notify
the Purchaser in writing giving reasons for its request. If the
Purchaser accepts the request it shall confirm the same in
writing. The Supplier shall then at its own expense carry out the
Capacity Rearrangement in accordance with the request. The
Purchaser shall not unreasonably withhold or delay consent to
such request provided that arrangements are made, in accordance
with this Agreement where applicable, to
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ensure that no loss is caused to or suffered by the Purchaser as
a result of the Capacity Rearrangement.
(c) The Supplier shall issue a certificate to the Purchaser on
completion of work carried out pursuant to paragraph 11.4 (a) or
(b). The Purchaser may submit requests for Capacity Rearrangement
in writing to the Supplier at any time after the earlier of Ready
For Service Date or one month after Ready For Test Date.
(d) On completion of a Capacity Rearrangement the original Capacity
is deemed terminated and replaced by the rearranged Capacity.
11.5 CANCELLATION OF ORDER
At any time prior to the Ready for Test Date a Party may by written
notice to the other cancel a Capacity Order it placed. If a Capacity
Order is cancelled more than 10 Working Days after placement of the
Capacity Order, the cancelling Party shall pay a cancellation charge
as set out in paragraph 6 of Appendix C.
11.6 GENERAL
The Party in receipt of a Capacity Order shall make the relevant
Capacity available and Ready for Testing within the time scale
specified in paragraph 11.1. The receiving Party shall notify the
ordering Party of such receipt within one Working Day of receipt.
12. NUMBERING
12.1 NUMBERING ORDERS
BT shall implement numbering orders for Number Ranges or other changes
to data on BT Exchanges in accordance with Schedule 140.
12.2 NUMBER FLOW
12.2.1 The Parties shall convey to each other telephone numbers in the
national and international number formats from time to time in force.
12.2.2 For Calls to or from a BT ISC where C 7 (IUP) signalling is used, all
digits including the leading zero, shall be conveyed across the
interface from the sending Party's System to the other Party's System.
12.2.3 For Calls to a BT ISC, where C 7 (TUP) signalling is used, the
Operator shall convey all digits except the international prefix. For
Calls from a BT ISC where C 7 (TUP) signalling is used BT shall convey
all digits including the leading zero.
12.3 NUMBER INFORMATION
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At appropriate intervals each Party shall inform the other of all
numbering additions and changes to Number Ranges within the BT System
or Operator System that may affect Call routing.
13. TECHNICAL REVIEW MEETINGS
13.1 The first Technical Review Meeting shall occur at either Party's
written request not later than four months from the receipt of the
first Capacity Profile. Subsequent Technical Review Meetings shall
occur at no greater than four monthly intervals thereafter, not less
than 5 Working Days prior to the start of the relevant four month
period next following.
13.2 At Technical Review Meetings the Traffic Forecast referred to in
paragraph 8 shall be discussed and the Capacity Profiles referred to
in paragraph 9 shall be agreed.
14. SWITCH TESTING
14.1 TESTING PRINCIPLES
Each Party shall have the right to require testing of the other
Party's Switch(es) to confirm correct interworking. The testing varies
according to the Switch manufacturer, the software build level and the
method of implementation. The scope of the testing shall follow the
relevant ITU-T guidelines.
14.2 TESTING INFORMATION
14.2.1 Not later than 10 Working Days after a written request by one
Party, the other Party shall provide an initial indication of the
level of testing required, having been given details of Switch
hardware and software build level and services. The Parties shall
agree exact test requirements and timescales.
14.2.2 If, owing to the default of one of the Parties the testing procedures
vary substantially from the test procedures agreed pursuant to this
paragraph, the other Party may levy a reasonable charge for its direct
costs resulting from such default.
14.3 Where BT requests testing, the following provisions shall apply:
14.3.1 Reduced Level of Testing
A Switch proposed as an Operator Exchange, of the same type previously
successfully tested for the same type of interconnect, at the same
software build will need the minimum of testing. A list of such
Switches is set out in the Provisioning Manual. Commissioning and
Acceptance Testing ("CAT") of such an Operator Exchange may take
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approximately four weeks. For additional Operator Exchanges, Traffic
Routes and Capacity interconnected to the BT System, operational
testing at a suitable level will take place as described in the
Testing Manual.
14.3.2 Intermediate Level of Testing
A Switch proposed as an Operator Exchange of a type previously
successfully tested at a different software build or implementation,
will need additional testing, if such different build or different
implementation could reasonably be considered likely to adversely
affect Call processing. Both Network Inter- working Tests ("NIT")
using BT captive models and CAT will be required, which may take
approximately eight weeks.
14.3.3 Full Switch Testing
A Switch proposed as an Operator Exchange or major build change of an
existing Operator Exchange not previously successfully tested for the
same type of interconnect shall require Interface Validation Testing
("IVT") by the Operator, using a protocol simulator, which may take
the Operator about six weeks. The total testing duration for IVT, NIT
and CAT may be approximately 14 weeks. This period of time (other than
for the testing specified in paragraph 14.3.1) may, subject to the
availability of the necessary BT captive models at the Operator's
written request, be concurrent with the time scale set out in
paragraph 11.1.1 above.
14.4 Where the Operator requests testing it will employ testing no more
onerous than those set out in paragraph 14.3 such testing shall be of
no greater duration.
14.5 In the event that the Parties fail to agree any test procedure and/or
time scale, then either Party may notify the other in writing of a
Dispute.
15. TRANSMISSION AND SIGNALLING
15.1 TRANSMISSION
Interconnection of the BT System and the Operator System shall be
based on digital technology operating at 2Mbit/s in accordance with
the Generic Transmission Interface Specification and, if appropriate,
the Generic SDH Interface Specification.
15.2 SYNCHRONISATION
15.2.1 The Parties shall comply with the applicable synchronisation
provisions of the Generic Electrical and Physical Interface
Specification. Where
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requested, BT shall supply synchronisation from the highest order
available within the relevant part of the BT System.
15.2.2 Where SDH equipment is used as part of an ISI Interconnect Link,
synchronisation of the relevant SDH equipment shall be provided in
accordance with ITU-T Recommendation G.803. However the STM-N timing
quality should not be assumed to be referable to a clock of ITU-T
Recommendation G.811 standard.
15.3 ECHO CONTROL
15.3.1 If International Calls are conveyed by the Operator to a BT ISC or
handed over to the Operator by BT directly from a BT ISC, the Parties
shall obtain the correct echo control by conveying signalling
information in accordance with the Generic Transmission Interface
Specification and the Generic C7 Signalling Interface Specification.
15.3.2 Some Calls within the UK require echo control. The Parties shall
obtain the correct echo control by conveying signalling information in
accordance with the Generic Transmission Interface Specification and
the Generic C7 Signalling Interface Specification.
15.4 SIGNALLING
The Parties shall comply with the applicable signalling provisions of
the Generic C7 Signalling Interface Specification.
15.5 CIRCUIT SELECTION
Where bothway working is employed, the following circuit selection
protocols shall apply:
(1) Circuit Selection Protocols
(a) BT shall use the forward sequential protocol, starting from
the first traffic circuit and selecting sequentially until a
free circuit is found.
(b) The Operator shall use the backward sequential protocol,
starting from the last traffic circuit and selecting
sequentially until a free circuit is found.
(2) Direction of search
(a) From BT to Operator, direction of traffic circuit 1 to Z.
(b) From Operator to BT, direction of traffic circuit Z to 1.
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15.6 DUAL SEIZURE
BT shall have dual seizure priority.
15.7 NUMBERING OF TRAFFIC CIRCUITS
Circuits shall be identified pursuant to the Generic Signalling
Interface Specification.
15.8 ANSWER SIGNALS
Each Party shall provide the other with details of the timing and
circumstances for the provision of all Answer Signals sent from that
Party's System including those for all types of Calls.
16. PERFORMANCE STANDARDS
16.1 GENERAL
16.1.1 The Parties shall co-operate to maintain the overall quality of
the conveyance of Calls and adopt the general principles on standards,
techniques and methodology for the achievement of quality in
telecommunications networks and services contained in the relevant
ITU-T standards.
16.1.2 The Parties shall agree operational management strategies to protect
service quality and to alleviate short term overloads due to abnormal
conditions and address congestion due to under provisioning.
16.2 CALL SERVICE PERFORMANCE
16.2.1 The Parties shall agree relevant service parameters and measurements
for the monitoring of service performance. These will typically
include sample sizes, frequency, time and performance threshold
criteria. This data includes actual measurements of exchange or route
busy hour traffic (Erlangs), lost communications (overflows), number
of Calls alternatively routed, Answer Seize Ratio ("ASR") and busy
hour call attempts. This shall be exchanged on a monthly basis.
Exception reports shall be provided where standards have not been met
or if performance thresholds have not been attained. The Parties shall
use their reasonable endeavours to detect and correct adverse trends
before they result in adverse performance.
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16.2.2 If a service performance problem is identified, the Parties shall
exchange information about the problem, including the information set
out in paragraph 16.2.1 above together with the following information:
(1) critical levels for traffic and unsuccessful Call attempts;
(2) information on sources of traffic;
(3) information on timing synchronisation and slippage rates.
16.2.3 Where congestion occurs on a Traffic Route used for the conveyance
of Traffic for both Parties, the Parties shall agree and apply
appropriate network management procedures in accordance with the
provision described in the Operations and Maintenance Manual. Where
such agreement cannot be reached, either Party may apply appropriate
network management procedures to Traffic originating in its System to
alleviate the problem.
16.2.4 The Parties shall use reasonable endeavours to identify and
resolve the problem and if the Parties fail to resolve the problem it
shall become a Dispute.
16.3 INTERCONNECT LINK SERVICE PERFORMANCE
Transmission performance standards over an Interconnect Link shall be
based on availability, errored seconds and severely errored seconds
over a one month period.
16.4 INFORMATION ON PERFORMANCE STANDARDS
Each Party ("the first Party") shall provide to the other, as the
other Party may reasonably require, information on the performance
standards of the first Party's System from time to time for the
purpose of the other Party verifying the performance by the first
Party of its obligations under this Agreement, including without
limitation the performance standards referred to in this paragraph 16,
routine maintenance time scales and fault repair times as set out in
the Operations and Maintenance Manual.
17. OPERATIONS
17.1 GENERAL
17.1.1 Each Party shall be responsible for the safety and operation of
its own System.
17.1.2 The Operations and Maintenance Manual details the responsibilities,
methods and procedures for the operation and maintenance of the
interconnection of the Systems. Details of contacts are given in the
Customer Service Plan.
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17.2 FAULT IDENTIFICATION AND REPORTING
17.2.1 Each Party will advise its Customers to report all faults to its
fault reporting centre.
17.2.2 If a Party's Customer reports a fault to the fault reporting
centre of the other Party, that Party will inform the Customer of the
correct number to which to report the fault.
17.2.3 If a major fault occurs which affects both Parties' Systems, initial
responsibility for identifying the fault rests with the Party who
first becomes aware of the fault.
17.2.4 If a Party identifies a fault occurring in its System which may
have an adverse effect on the other Party's System, the first Party
shall promptly inform the other Party of the actions being taken to
resolve the problem.
17.2.5 Each Party shall bear the costs of its own fault reporting centre.
17.3 SPEED OF RESPONSE
The Parties shall develop and record in the Operations and Maintenance
Manual, a series of agreed response times for different fault
conditions, response time being the time from the reporting of the
fault until remedial action begins.
17.4 SERVICE RESTORATION
The service restoration procedures set out in the Operations and
Maintenance Manual are based on the following:
(1) service restoration shall take priority over the clearance of
faults not affecting service unless it is agreed that a fault be
treated as a lower priority;
(2) the relevant Party shall automatically bring in available standby
Capacity and/or carry out network management actions to restore
service;
(3) the relevant Party shall observe equipment alarms and carry out
testing to identify the nature and location of the fault in
co-operation with the other Party as necessary;
(4) if possible, the relevant Party shall rectify the fault
immediately, if not, the other Party must be notified and kept
informed of progress on a regular basis;
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(5) if temporary repairs are made, the other Party must be informed
and given the estimated timescale and service impact of full
repair; and
(6) priority shall be given by the relevant Party to faults with the
highest service loss impact on the number of Customers or the
volume of traffic affected.
17.5 RESTORATION TIMES AND PROCEDURE
Indicative restoration times and procedures are set out in the
Operations and Maintenance Manual.
17.6 PLANNED MAINTENANCE/WORKS
17.6.1 Each Party shall provide not less than 3 Working Days notice of
any planned maintenance which may affect the other's System. Each
Party shall use its reasonable endeavours to minimise disruption and
where possible provide alternative routing at no charge to the other
Party for a reasonable period of time with respect to the cause of the
disruption.
17.6.2 If a Party reasonably considers that the interconnection
arrangements are at risk and maintenance repair activity is essential,
that Party shall give as much advance notice to the other Party as is
reasonably practicable.
18. SERVICES
18.1 INTRODUCTION
This paragraph 18 sets out the technical requirements relating to the
services provided in accordance with particular Schedules.
18.2 BT OPERATOR SERVICES
The arrangements for routing Calls from the Operator System to the
services listed below are via a BT Switch Connection at a BT Tandem
Exchange. The digits forwarded from the Operator System to the BT
System shall be those below together with the two identification
digits appropriate to the Operator as network address digits. The
Operator shall use the identification digits agreed with BT:
<TABLE>
<CAPTION>
Service Digits
<S> <C>
National Operator Assistance Service 100
Emergency Service 999
DQ Service 192
International Operator Assistance Service 155
IDQ Service 153
Blind or Disabled Service 195
</TABLE>
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each service being as defined in the appropriate Schedules.
18.3 CLI
CLI shall be requested and provided in a manner consistent with the
Generic C7 Signalling Interface Specification. However CLI is not
available for Operator Basic International Incoming Calls or BT Basic
International Outgoing Calls.
18.4 MALICIOUS CALL IDENTIFICATION
Where a Party assists the police in identification of Calling Parties
with malicious intent the Parties shall co-operate and when
appropriate use CLI, such use being subject to paragraphs 11 and 21 of
the main body of this Agreement.
18.5 EMERGENCY CALL ROUTING AND SIGNALLING
The handing over of Emergency Calls to the BT System at agreed BT
Tandem Exchanges is subject to the following conditions:
(1) Trunk reservation, physical separation or other appropriate
method shall ensure the availability of emergency circuits to
carry Emergency Calls in the Interconnect Link;
(2) The BT Switch Connection at the BT Tandem Exchange shall route
Emergency Calls to the BT Operator. Alternative routing shall be
applied by the BT System when required and where this alternative
routing fails, the BT System shall return a terminal congestion
indication to the Operator;
(3) Where possible, the Operator System shall present the relevant BT
Tandem Exchange with an Initial and Final Addressing Message
("IFAM") containing the protection bit set.
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APPENDIX A
BT/OPERATOR NETWORK INFORMATION
1. OPERATOR INFORMATION
1.1 Names and Addresses of all Operator Exchanges within the area covered
by the BT System.
1.2 Address of each Operator building within the area covered by the BT
System which is capable of supporting IECs.
2. OPERATOR NUMBERING INFORMATION
2.1 Number Ranges of Operator Exchanges within the area covered by the BT
System and unless the Operator is only providing Land Mobile Radio
Services (as defined in the BT Licence) the interconnectivity of and
functionality provided by Operator Exchanges used for the conveyance
of Calls pursuant to this Agreement.
3. BT INFORMATION
3.1 Names and addresses of BT ISCs.
3.2 Names and addresses of BT Tandem Exchanges
3.3 Names and addresses of BT DLTEs
3.4 Names and addresses of BT DLEs
3.5 Address of each BT building which is capable of supporting IECs.
4. BT NUMBERING INFORMATION
4.1 Number Ranges of BT DLEs, BT DLTEs, BT ALEs and of those exchanges
which are connected by a BT DLE alone to the remainder of the BT
System.
4.2 For each BT DLE, BT DLTE and BT ALE, the names of the BT Tandem
Exchanges which are the Parent BT Exchanges.
4.3 For each BT DLE or BT ALE, where appropriate, the name of the BT
DLTE.
5. BT/OPERATOR INFORMATION
5.1 Addresses of relevant ISI locations together with annotated Ordnance
Survey map extracts.
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APPENDIX B
BT/OPERATOR INTERCONNECT INFORMATION
1. OPERATOR INFORMATION
1.1 Details of the Operator Exchange or Exchanges, software build levels
and of relevant Operator Switch Connections nominated by the Operator.
1.2 Details of relevant BT Switch Connections nominated by the Operator.
1.3 Details of the relevant Schedules.
1.4 Number Ranges served by and that may be accessed via the Operator
System.
1.5 A statement of the conformity of the Operator System to the
Specifications.
1.6 Capacity Profile.
1.7 Traffic Forecasts.
1.8 Traffic Routes, by Number Ranges.
1.9 Details of proposed Points of Connection and Interconnect Links
requested by the Operator.
1.10 Where the Operator intends to send Emergency Calls to the BT System,
and the Operator Licensed Area is smaller than the geographic area
covered by the BT System, the Operator shall provide BT with a map
showing the boundary of the area from where Emergency Calls are to be
sent to the BT System to a scale of approximately 1:50,000.
2. BT INFORMATION
2.1 Signalling and Testing requirements.
2.2 Details of relevant Operator Switch Connections and BT Switch
Connections nominated by BT, if any.
2.3 Traffic Routes by Number Ranges if the Operator is using more than one
Operator Switch Connection.
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APPENDIX C
COMMERCIAL
1. PRE-PAYMENT CHARGES
1.1 If either Party (the "Defaulting Party") in any ACO Period, places
Capacity Orders on the other Party for less than the minimum Capacity
specified pursuant to either paragraph 10.1.2 or 10.1.5 of Annex A,
then the Defaulting Party shall pay to the other Party not later than
30 Working Days of the end of such ACO Period the prepayment charges
calculated in accordance with paragraph 1.2 of this Appendix.
1.2 Prepayment charges are calculated in accordance with the following
formula:
A = ((80% x B)-C) x D
Where:
A is the prepayment charge payable;
B is the aggregate Capacity Provision (by number of units 2Mbit/s
Capacity) specified for the relevant ACO Period in the relevant
Advance Capacity Order (not including if the Defaulting Party is
the Operator, Capacity required for traffic handed over from the
BT System);
C the Capacity (by number of units of 2Mbit/s Capacity) ordered
during such ACO Period not including cancellations of Capacity
Orders made during or after the relevant ACO Period;
D is half the Intrabuilding Link connection charge applicable for
the ACO Period, as detailed in the Carrier Price List from time
to time.
2. LIQUIDATED DAMAGES IN RESPECT OF TESTING CAPACITY
2.1 The liquidated damages referred to in paragraph 10.2.1(4) of Annex A
shall be 1.5% of Intrabuilding Link connection charge specified from
time to time in the Carrier Price List for each 2Mbit/s unit of
Capacity which is subject of the relevant Capacity Order, multiplied
by the number of Working Days calculated from a date 25 Working Days
after the date on which the Capacity should have been Ready for
Testing pursuant to paragraph 11 of Annex A, except that no liquidated
damages shall be payable if the Purchaser causes a delay to the Ready
for Service date by failing to complete the testing of the Capacity in
the time period set out in paragraph 10.2.1(1) of Annex A.
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3. CANCELLATION CHARGES IN RESPECT OF LATE NOTIFICATION OF TESTING
3.1 If the notice by the Purchaser, pursuant to paragraph 10.2.1(2) of
Annex A is given less than five Working Days before the scheduled
Ready for Test Date, the Purchaser shall pay, on demand, a
cancellation charge of 20% of the relevant connection charge, or
charges, specified from time to time in the Carrier Price List and
referred to in Schedule 01 or 130 as appropriate.
4. REMOVAL OF CAPACITY
4.1 If, pursuant to paragraph 11.2 of Annex A, Capacity is removed a
proportion of the relevant connection charge shall be repaid to the
Party requesting the removal. The amount to be repaid shall be:
R = (0.466 x C) - (0.466 x C x Y)
-------------
10
where:
R is the amount to be repaid
C is the relevant connection charge referred to in Schedule 01 or
130 as appropriate and specified from time to time in the Carrier
Price List
Y is the number of years between the Ready for Test Date for the
relevant Capacity and the date of the removal order rounded up to
the next whole year.
5. ORDER AMENDMENT
5.1 The charge payable pursuant to paragraph 11.3.2 of Annex A shall be
50% of the difference between the connection charges specified from
time to time in the Carrier Price List, for the originally ordered and
the amended Capacity Order.
6. ORDER CANCELLATION
6.1 The charge payable pursuant to paragraph 11.5 of Annex A shall be 50%
of the applicable connection charge specified from time to time in the
Carrier Price List.
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ANNEX B
BILLING AND PAYMENT
INDEX
<TABLE>
<S> <C>
1 Definitions
2 Recording of Billing Information
3 Exchange of Billing Information
4 Invoices
5 Payment
6 Disputes
7 "TIBS" System Change Notification
</TABLE>
1. DEFINITIONS
1.1 In this Annex, a reference to a paragraph, unless stated otherwise, is
to a paragraph of this Annex. Words and expressions have the meaning
given in Annex D.
2. RECORDING OF BILLING INFORMATION
2.1 Subject to paragraph 2.2, each Party shall for those Calls for which it
is the Billing Party collect for each individual Call, record (whether
in bulk or on an itemised Call basis) and process in accordance with
paragraph 2.4 the Billing Information.
2.2 The Parties acknowledge that INCA or other Billing Systems may not be
capable of collecting and/or recording and/or processing all types of
Calls. BT or the Operator (as applicable) shall, as appropriate,
collect (for each individual Call), record (whether in bulk or on an
itemised Call basis) and process (in accordance with paragraph 2.4)
Billing Information for the types of Call for which INCA or other
Billing Systems are not operational and in respect of which the other
Party is the Billing Party.
2.3 The types of Calls for which INCA or other Billing Systems are not
operational are as described from time to time in the Billing Manual.
2.4 There shall be recorded for each Call for which there is an entry in
the Carrier Price List the following:
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2.4.1 Interconnect Link identifier (unless otherwise specified in the
Billing Manual); and
2.4.2 the dialled digits and/or such other information as may be agreed; and
2.4.3 CLI (if available); and
2.4.4 the date and time when the Answer Signal is received by the Party
providing the Billing Information;
2.4.5 Chargeable Call Duration (whether measured or derived).
2.5 The Billing Party shall provide with the invoice appropriate support
Billing Information as described in the Billing Manual to enable the
non-billing Party to validate the invoice.
3. EXCHANGE OF BILLING INFORMATION
3.1 The Billing Party shall process the information specified in paragraph
2.4 so as to produce such information (including, if applicable, the
call segments listed from time to time in the Carrier Price List) by
the applicable time of day/period in summary form and to complete and
carry out in the following matrix comprising of generic Interconnect
Usage Report as follows:
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TABLE A.1
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Call Type Daytime Evening Weekend Total
as per Carrier Call# Duration Revenue Call# Duration Revenue Call# Duration Revenue Call# Duration Revenue
Price List ND MD RD NE ME RE NW MW RW N M R
TOTAL END EMD ERD ENE EME ERE ENW EMW ERW EN EM ER
</TABLE>
or such other form of Interconnect Usage Report as the Parties may from time to
time reasonably agree.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Where: N = the total number of Calls and where R = N x F; or
M = the total Chargeable Call Duration R = M x G; or
F = appropriate rate per Call R = (N x F) + (M x G)
G = appropriate rate per minute as appropriate in accordance with the
Carrier Price List being the amount to
be shown on the relevant invoice.
</TABLE>
for the relevant entry in the Carrier Price List.
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3.2 The Operator shall supply BT with Billing Information recorded by it
pursuant to paragraph 2.2 not later than ten Working Days after the
end of each Billing Period. Subject to receipt pursuant to paragraph
3.3.1 of the necessary TIBS Information (if any) from BT, the Operator
shall, not later than ten Working Days after the end of each Billing
Period, supply to BT the latest TIBS Billing Information and Refund
Report.
3.3 BT shall supply the Operator with Billing Information as follows:
3.3.1 BT shall use its reasonable endeavours to supply to the Operator on
average four times each week the latest TIBS Information and such
other relevant information as may be agreed from time to time in
writing. Without prejudice to any dispute resolution provision in this
Agreement it is hereby acknowledged that TIBS Information shall be
relied upon by the Operator to calculate charges payable by Operator
Customers using the Operator System;
3.3.2 BT shall supply to the Operator the Carrier Chargeband Reference Data
together with such other data as the Parties may agree. Such Carrier
Chargeband Reference Data (including changes thereto) shall be
supplied on a quarterly basis at such times as shall be agreed on
public access Internet or by dial-up modem.
3.4 The Operator shall supply Billing Information in respect of the
Operator System to BT such information, being the Operator's
equivalent of the Billing Information contained in paragraph 3.3.2, to
be supplied at such time and in such form as BT may reasonably
require. All Billing Information provided under paragraphs 3.2 to 3.4
shall be sent by such means as are described in the Billing Manual.
3.5 The Operator shall process the TIBS Information as soon as
practicable. If the Operator asks questions about the TIBS
Information, it shall use its reasonable endeavours to do so as soon
as practicable after receipt of the tapes or receipt by electronic
transfer, as applicable. The Operator shall return tapes (if any) to
BT when the TIBS Information has been processed.
3.6 The Parties acknowledge that the primary method of exchanging Billing
Information is the completion by the Billing Party of the appropriate
Interconnect Usage Report and the sending of such reports (or a
summary thereof) to the other Party.
3.7 The Billing Party shall store Billing Information in such summary
format and in such amounts as shall be sufficient to recalculate the
amounts due from one Party to the other to take account of changes in
the relevant entries of the Carrier Price List.
3.8 If the System or the Billing System of either Party malfunctions and
fails to provide all of the Billing Information necessary for the
Billing Party to prepare an invoice, the other Party shall at the
request and reasonable
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expense of the Billing Party use its reasonable endeavours to supply
the missing Billing Information to the Billing Party. There shall be
no legal liability on the Billing Party for the preparation of an
incorrect invoice resulting from inaccuracies in such Billing
Information provided by the other Party to the Billing Party. The
Parties acknowledge that Billing Information supplied by the other
Party pursuant to this paragraph shall have been supplied via a
verification system (rather than a Billing System) and such other
Party cannot warrant that the information is free of error.
3.9 If the Parties' monitoring of their respective Billing Information
indicates a persistent inconsistency in reconciling Billing
Information provided by the Parties' respective Billing Systems, the
Parties shall use their reasonable endeavours to ascertain the cause
of such inconsistency, including, subject to the Parties agreement,
the reference of the matter for investigation and resolution by such
appropriate independent consultant as the Parties may agree, or in
default of agreement, as may be nominated by the President of the
Institute of Chartered Accountants in England and Wales. Such
independent consultant shall act as an expert and not as arbitrator
and whose decision, in the absence of manifest error, shall be final
and binding. The Parties shall co-operate in such investigation. The
independent consultant's costs for such investigation shall be paid by
the Parties in such proportions as the independent consultant shall
decide.
3.10 The Operator shall provide as part of the Billing Information,
information to identify the origin, type and destination of Calls in
sufficient detail to enable the calculation of BT's Access Deficit.
For each Call handed over to the Operator System by a Third Party
Operator's system, the Operator shall use its reasonable endeavours to
identify the Third Party Operator.
3.11 Save as may be otherwise provided in a Schedule, charges shall not be
payable under this Agreement by either Party to the other for the
conveyance of a Call if the Call is not connected when there is a
"ring" tone with no reply, an "engaged" tone or "number unobtainable"
tone.
3.12 For the avoidance of doubt, if a Chargeable Call Duration extends over
2 or more charge rate periods the Call shall be recorded as a single
Call in the charge rate period applying at the commencement of the
Call and the Chargeable Call Duration shall be apportioned and
recorded in each of the charge rate periods applicable to that Call.
4. INVOICES
4.1 At the end of each Billing Period the Billing Party shall use its
reasonable endeavours to submit to the other Party, within a
reasonable time, invoices for charges for Calls (including, without
limitation, the Access Deficit Contribution) and other services for
which the Billing Party is entitled to charge the other Party during
such Billing Period.
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4.2 Following the end of each Billing Period and provided that the
relevant Billing Information has been supplied in accordance with
paragraph 3:
4.2.1 the Operator shall use its reasonable endeavours to submit to BT
invoices for charges for Calls and other services for which the
Operator is entitled to charge BT during such Billing Period; and
4.2.2 BT shall use its reasonable endeavours to submit to the Operator
invoices for charges for services provided to the Operator by BT
(being services the subject of TIBS Billing Information and Refund
Reports) during such Billing Period and save for international
Transfer Charge Calls (to the extent not previously invoiced) the two
immediately preceding Billing Periods;
4.2.3 for international Transfer Charge Calls the provisions of paragraph
4.2.2 shall apply save that subject to the provisions of 4.2.4 BT
shall submit an invoice for an international Transfer Charge Call not
later than 10 months from the date of such a Call;
4.2.4 BT shall use its reasonable endeavours to notify in writing the
Operator of any notification which BT has received from an Authorised
Overseas System, as a result of which notification, BT reasonably
expects that BT would not be capable of submitting invoices for
international Transfer Charge Calls within the period specified in
paragraph 4.2.3. Any such notification to be sent to the Operator by
BT shall be given not later than 6 months from the date of the
relevant international Charge Calls. If such notification is given, BT
may submit an invoice after 10 months from the date of the relevant
international Transfer Charge Call.
4.3 All charges payable under this Agreement shall be calculated in
accordance with this Agreement and at the rates specified from time to
time in the Carrier Price List. Invoices for charges shall be invoiced
and paid for in accordance with paragraphs 14 and 15 of the main body
of this Agreement together with the relevant Schedule and the Carrier
Price List, as appropriate. Detailed invoicing procedures are
described in the Billing Manual.
4.4 For the avoidance of doubt, an invoice (including an invoice based on
estimated information) shall be dated as of the date of despatch of
that invoice.
4.5 For services (other than Calls) the Billing Party shall provide with
the invoice appropriate Billing Information as described in the
Billing Manual to enable the non-billing Party to accurately process
the invoice for such services. Detailed invoicing procedures are
described in the Billing Manual.
4.6 If the Operator fails to supply to BT pursuant to paragraph 2 or
paragraph 3.2 Billing Information necessary for BT to deliver an
invoice under
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paragraph 4.2.2 (other than due to an act or omission of BT) the
following provisions shall apply:
4.6.1 BT may deliver an invoice ("estimated invoice") for an amount due to
BT for such period, such amount being equal to the relevant amount
contained in BT's invoice for the immediately preceding Billing Period
as increased for decreased by the Relevant Percentage. For the purpose
of this paragraph "Relevant Percentage" means the percentage increase
or decrease in the aggregate amounts due to BT under this Agreement
over the last two months for which Billing Information shall have been
supplied by the Operator in accordance with paragraphs 2 or 3.2.
4.6.2 Following the supply by the Operator of the necessary Billing
Information relating to the Billing Period for which an estimated
invoice has been delivered to BT the amounts due to BT in respect of
any subsequent invoice(s) submitted to the Operator shall be adjusted
accordingly by the amount over or under paid by the Operator in
respect of the estimated invoice, save to the extent already paid or
refunded:
4.6.3 Any payment due to BT (or any refund due to the Operator) as
appropriate shall be made pursuant to paragraph 4.6.2 together with
interest on such additional payment or refund, such interest
calculated at the Default Interest Rate as at the date being 30
calendar days from the date of despatch of the estimated invoice. Such
interest shall be payable (in the case of an additional payment due)
from and including the day after the Due Date, or (in the case of a
refund) the later of the date of payment of the original amount to be
refunded and the Due Date, in each case ending on the date of payment
or, as the case may be, the date of refund in full. Such interest
shall accrue from day to day and shall not be compounded.
4.7 A calculation of interest at the Oftel Interest Rate shall be
calculated on a daily basis from and including the date of payment of
the original amount to be adjusted up to and including the date on
which the adjusted amount is paid.
5. PAYMENT
5.1 Subject as stated below, all charges due by one Party to the other
under this Agreement shall be payable by the Due Date.
5.2 If, pursuant to paragraph 6.1, either Party shall have notified the
other of a dispute relating to such invoice and such dispute shall not
have been resolved before the Due Date, and if the amount in dispute
represents:
5.2.1 less than 5 per cent. of the total amount (excluding VAT) of the
relevant invoice, the total amount invoiced; or
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5.2.2 5 per cent. or more of the total amount (excluding VAT) of the
relevant invoice, the amount in dispute may be withheld until the
dispute is resolved and the balance;
shall be due and payable on the Due Date.
5.3 Notwithstanding notification of a dispute pursuant to paragraphs 6.1
or 6.5, if a Party fails to pay on the Due Date any amount due under
this Agreement or shall overpay any amount, the payee or, as the case
may be (subject to paragraph 5.5) the over-payer, shall pay or be paid
interest at the Default Interest Rate as at the Due Date or date of
the overpayment in respect of any such amount outstanding.
5.4 Interest at the Default Interest Rate shall be payable (for late
payment) from and including the day after the Due Date or (in the case
of a refund) the later of the date of payment of the original amount
to be refunded and the Due Date, in each case ending on the date of
payment or, as the case may be, refund in full. Such interest at the
Default Interest Rate shall accrue day by day and shall not be
compounded.
5.5 If such overpayment results from information provided by the overpayer
(which is not attributable to information provided by the payee
Party), the payee Party shall be under no obligation to pay any
interest at the Default Interest Rate on the amount overpaid.
5.6 If a recalculation and adjustment is required pursuant to paragraphs
12 or 13 of the main body of this Agreement, the amount of such
adjustment together with interest calculated at the Oftel Interest
Rate shall be calculated and paid accordingly.
5.7 Without prejudice to the provisions of paragraphs 5.1 to 5.5
(inclusive) a Party shall pay pursuant to paragraph 5.6 to the other
the amount of the adjustment together with interest calculated at the
Oftel Interest Rate calculated from the later of the date on which the
relevant payment was paid or the Due Date, to the date on which the
adjustment is paid (both dates inclusive).
5.8 VAT shall be added to all or any part of the charges under this
Agreement and shall be paid by the Party responsible for making such
payment.
6. DISPUTES
6.1 Each Party shall use its reasonable endeavours to resolve disputes
with the other. If either Party ("the disputing Party") disputes the
accuracy of an invoice delivered under this Agreement the disputing
Party shall, as soon as practicable, notify in writing the other
Party's billing liaison contact of the nature and extent of the
problem. If the problem remains unresolved on the last but one Working
Day before the date when the relevant invoice is due for payment, the
disputing Party may invoke the formal billing dispute
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procedures set out in paragraph 6.2 by written notification to the
other, such notification to be given not later than five Working Days
after the Due Date of the relevant invoice. The disputing Party shall
include with such notice all details reasonably necessary to
substantiate its claim, which details shall be reasonably capable of
being verified by the other Party.
6.2 Following a notification made under paragraph 6.1 that either Party
wishes to invoke the formal billing dispute procedures, the Parties
shall consult and endeavour to resolve the dispute at level 1 of
consultation and if agreement cannot be reached within 15 Working
Days, shall escalate the disagreement to level 2. If agreement cannot
be reached within 10 Working Days at level 2, the matter shall be
escalated to level 3. Each Party shall inform the other in writing of
the name of its representative at each level of consultation. Subject
to paragraph 6.7, each Party shall use the above dispute resolution
procedure for any dispute under this Annex to the fullest extent to
try to resolve such dispute. The Parties may agree in writing to
extend the above timescales.
6.3 Notwithstanding the provisions of paragraph 6.1, if the Parties fail
to resolve any dispute either, in not less than two months (for a
dispute notified pursuant to paragraph 6.2), or, in not less than
three months (for a dispute notified pursuant to paragraph 6.5) in
each case from the Due Date of the relevant disputed invoice (or such
extended period as the Parties may agree) either Party may (by written
notice to the other to such effect) refer the dispute for
investigation and resolution by such chartered accountants as the
Parties may agree, or in default of agreement, as may be nominated by
the President of the Institute of Chartered Accountants in England and
Wales. Such chartered accountants shall act as an expert and not as
arbitrator and whose decision, in the absence of evidence of manifest
error, shall be final and binding. The Parties shall co-operate in
such investigation and, if any sums are found to be due or overpaid in
respect of the disputed invoice such sum shall be paid or refunded
(with interest payable or paid pursuant to paragraph 5.3), as the case
may be, within 10 Working Days from the date of resolution or earlier
settlement between the Parties.
6.4 The costs of the chartered accountant agreed or nominated pursuant to
paragraph 6.3 shall be paid by the disputing Party unless the relevant
invoice is established to have been incorrect by more than the lesser
of (a) 5 per cent. of the total amount of the charges (excluding VAT)
specified in the invoice and (b) Pounds Sterling5,000 (excluding VAT),
when the Billing Party shall pay such costs.
6.5 Notwithstanding the provisions of paragraph 6.1 a Party may by written
notice raise a dispute regarding any invoice delivered under this
Agreement at any time following five Working Days after the Due Date,
save that no such notice shall be given more than 12 months after the
date of the relevant invoice. If notice under this paragraph 6.5 is
given after the latest date for giving notice specified in paragraph
6.1, the preceding provisions of this paragraph 6 shall apply mutatis
mutandis, save that in paragraph 6.2 in relation to the number of
Working Days "15" and "10" shall be substituted by "30" and "20",
respectively.
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6.6 The above procedures are without prejudice to any other rights and
remedies that may be available in respect of any breach of any
provision of this Agreement.
6.7 Though it is the good faith intention of the Parties to use the above
dispute resolution procedures to the fullest extent to try to resolve
such a dispute, nothing in this Annex shall prevent either Party
seeking, obtaining or implementing interlocutory or other immediate
relief in respect of any dispute or referring, in accordance with any
right it may have under the other Party's Licence or its Licence, any
matter relating to this Annex or any dispute arising in relation to
this Annex, to the Director General requesting him to make a
determination or take other appropriate steps for its resolution.
7. "TIBS" SYSTEM CHANGE NOTIFICATION
7.1 BT shall notify the Operator by giving not less than 6 months written
notice if BT is proposing a replacement of, or fundamental change in
TIBS.
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ANNEX C
INDEX
SCHEDULE
NUMBER TITLE
JOINT SERVICES
--------------
01 In-Span Interconnection (ISI), Third Party ISI & Interconnect
Extension Circuits
04 Number Portability
BT SERVICES
-----------
101 BT Telephony Calls to the BT System
102 BT Transit Calls via the BT System
103 BT Operator to Operator Transit Calls via the BT System
104 BT International Outgoing Calls to Authorised Overseas Systems
via the BT System
110 Freefone(TM) 0800 Calls
111 Lo-Call(TM) 0345 Calls
112 BT Premium Rate Service Calls
116 National Call(TM) 0990 Calls
117 Phone Base(TM) Calls
118 BT Timeline(TM) Service
120 National Operator Assistance Service
121 Directory Enquiry Service
122 International Operator Assistance Service
123 International Directory Enquiry Service
124 Emergency Service
126 Radiotelephone Calls
130 Customer Sited Interconnect
140 Data Management Amendments
150 Entries in BT's Number Information System (NIS) and Phone
Books
152 Supply of BT Phone Books
153 Supply of Customised Telephone Directories
OPERATOR SERVICES
-----------------
541 Operator Telephony Calls to the Operator System
545 Operator International Incoming Calls from Authorised Overseas
Systems via the BT System handed over to the Operator System
546 Operator BT to BT Transit Calls (Ported) via the Operator System
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ANNEX C
SCHEDULE 01
IN SPAN INTERCONNECT (ISI), THIRD PARTY ISI
& INTERCONNECT EXTENSION CIRCUITS
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix, unless
stated otherwise, is to a paragraph or Appendix of this Schedule.
Words and expressions have the meaning given in Annex D, except as
shown below:
"2MBIT/S ISI INTERCONNECT LINK" an Interconnect Link comprising a 2Mbit/s
path (within an ISI Interconnect Link), two
Intrabuilding Links, Multiplexor service
and as appropriate, a Signalling Link
and/or one or two Interconnect Extension
Circuits;
"ADDITIONAL LINK" a Link, being part of an Interconnect Link,
between a Third Party Operator building,
and an Operator building, or (as the
context requires), a BT building;
"EXISTING LINK" an ISI Interconnect Link between BT and a
Third Party Operator;
"PATH PROTECTION" the facility of two transmission paths
providing a particular ISI Interconnect
Link whereby the failure of one
transmission path causes the transmission
of the ISI Interconnect Link to switch to
the alternative;
"THIRD PARTY ISI INTERCONNECT LINK" an ISI Interconnect Link comprising an
Additional Link and an Existing Link.
2. DESCRIPTION OF SERVICE
2.1 This Schedule applies to the joint provision by the Parties of In span
Interconnect and/or Third Party ISI Interconnect Links, the provision
by either Party of an IEC and the provision by BT of Path Protection.
2.2 In span Interconnect (ISI) is the provision jointly by each Party of
an Interconnect Link by the provision of an ISI Interconnect Link and
2Mbit/s ISI Interconnect Links, such Link having its Point of
Connection on the public highway or, subject to the Parties'
agreement, on a prospectively
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maintainable public highway, with portion of the Interconnect Link
being provided by each Party on its side of the Point Of Connection.
2.3 For the purposes of this Schedule, "unidirectional Calls" shall be
those Calls for which a Party has responsibility pursuant to paragraph
5.1.3 of Annex A.
3. GENERAL
3.1 Upon a Party's (the requesting Party) request, the other Party shall,
in accordance with the provisions of this Schedule and Annex A,
provide the relevant portion of the ISI Interconnect Links using
either SDH or PDH technology (subject to that other Party supporting
the technology).
3.2 The Point of Connection of an ISI Interconnect Link is the point where
a Party's duct is joined to the wall of the other Party's jointing
chamber.
3.3 The Point of Connection of an ISI Interconnect Link or a Third Party
ISI Interconnect Link shall not be located at such distance from the
other Party's Switch Connection that signal regeneration is required
to be carried out by such other Party.
3.4 Forecasting, technical interfaces and their application, provisioning
leadtimes and test procedures are specified in Annex A.
4. PROVISION OF IN-SPAN INTERCONNECT ("ISI")
4.1 A Party (the requesting Party) may request an Interconnect Link to
convey Calls (a) from the requesting Party's System; or (b) both to
and from its System.
4.2 The Parties shall agree the number of pairs of fibres to be equipped
within the ISI Interconnect Links to take account of the forecast
requirement for 2Mbit/s ISI Interconnect Link. The Parties shall
co-operate to ensure that the capacity of the ISI Interconnect Link is
augmented from time to time to meet both Parties' forecast
transmission capacity requirements.
4.3 Procedures for the installation of the Interconnect Link and of the
2Mbit/s ISI Interconnect Links are described in the Provisioning
Manual and ongoing maintenance arrangements are described in the
Operations and Maintenance Manual.
4.4 2Mbit/s ISI Interconnect Links shall be ordered in accordance with
Annex A. The timescales for the provision of 2Mbit/s ISI Interconnect
Links are detailed in paragraph 11 of Annex A.
4.5 The requesting Party shall nominate the other Party's Switch
Connection in accordance with the provisions of Annex A.
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4.6 The ISI Interconnect Link shall be established by the requesting Party
installing its cable to the other Party's jointing chamber (at,
subject to paragraphs 4.7 and 4.10, a precise physical location agreed
between the Parties) where it shall be:
4.6.1 jointed to the other Party's cable in the jointing chamber; or
4.6.2 handed over to the other Party to be drawn by the other Party
into:
(a) that other Party's building, (which shall be the building housing
the Switch Connection, (except if an IEC is provided under
paragraph 7, when the other Party's building is ascertained
pursuant to paragraph 7.4)); or
(b) another jointing chamber,
if the requesting Party's cable meets the standard specified in
the Operational Provisioning Manual
4.7 If, pursuant to paragraphs 4.10.2 and/or 4.11, the Parties locate the
jointing chamber at a distance which is greater than 100 Metres from
the other Party's curtilage of the building housing the LTE of the ISI
Interconnect Link, the requesting Party shall pay for:
4.7.1 duct charges (if any); and
4.7.2 ISI Interconnect Link rental charges on the distance which is more
than 100 metres from the other Party's curtilage aforesaid
subject to the provisions of paragraph 11.4, in accordance with the
relevant charges specified from time to time in the Carrier Price
List.
4.8 Subject to paragraphs 4.7 and 4.10:
4.8.1 the jointing chamber for an ISI Interconnect Link shall be
provided, owned and maintained by the other (i.e. the non requesting
Party) Party at its own expense; and
4.8.2 each Party will provide, own, maintain and be responsible for all
ducting, plant and equipment and will bear its own costs for the
ducting, cabling and maintenance of the ISI Interconnect Link on its
side of the Point of Connection; and
4.8.3 if continuous cable is used, the requesting Party hereby agrees that
ownership of that part of the cable on the other Party's side of the
Point of Connection passes to the other Party.
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ISI INTERCONNECT LINKS FOR BOTH PARTIES
4.9 If the requested ISI Interconnect Link is to contain 2Mbit/s ISI
Interconnect Links conveying unidirectional traffic in different
directions the Parties shall, not more than 20 Working Days from the
date of written request, endeavour to agree the location of the
jointing chamber required for the Point of Connection.
4.10 If pursuant to paragraph 4.9 the Parties fail to reach agreement:
4.10.1 a Party may request an ISI Interconnect Link to convey
unidirectional Calls from the requesting Party's System; or
4.10.2 the requesting Party may nominate the location of the jointing chamber
required for the Point of Connection and if such nomination is agreed,
the requesting Party shall pay the charges specified from time to time
in the Carrier Price List being the charges in respect of (a) an ISI
Interconnect Link, (b) duct, (c) bothway Signalling Link Set and (d)
each 2Mbit/s ISI Interconnect Link
and if not later than 20 Working Days from the date of such written
request no agreement is reached on the location of the jointing
chamber, either Party may notify a Dispute.
ISI INTERCONNECT LINKS FOR ONE PARTY
4.11 Unless otherwise agreed, if the requested ISI Interconnect Link is to
convey unidirectional Calls from the requesting Party's System:
4.11.1 the location of the jointing chamber required for the Point of
Connection for such ISI Interconnect Link shall be on the public
highway immediately outside the curtilage of the building referred to
in paragraph 4.6.2;
4.11.2 the requesting Party shall pay the Charges specified from time to time
in the Carrier Price List being the charges in respect of (a) an ISI
Interconnect Link, (b) duct, (c) unidirectional Signalling Link Set
and (d) each 2 Mbit/s ISI Interconnect Link.
5. PATH PROTECTION REQUESTED BY THE OPERATOR
5.1 For an ISI Interconnect Link the Operator may request, and BT shall
provide, Path Protection using:
(a) a single BT jointing chamber with a single cable and two separate
pairs of fibre in that cable; or
(b) a single BT jointing chamber with two separate cables; or
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(c) two separate BT jointing chambers with two separate cables into
those BT jointing chambers; and
a suitable transmission switching mechanism, as described in Annex A,
without a change to the cable or cables connected to the Switch
Connection.
5.2 If the Operator requests Path Protection using two jointing chambers
BT shall endeavour to use a suitable existing jointing chamber (the
"protection jointing chamber").
5.3 If a suitable protection jointing chamber cannot be identified or
used, at the Operator's request BT shall provide a written quotation
for the installation by BT of the protection jointing chamber.
5.4 If the quotation referred to in paragraph 5.3 is accepted, BT shall
install the protection jointing chamber for the second cable.
5.5 For the avoidance of doubt, the protection jointing chamber shall be
installed, owned and maintained by BT.
6. PROVISION OF THIRD PARTY ISI
6.1 Subject to an Interconnect Link having been provided pursuant to this
Agreement, a Party (the requesting Party) may, pursuant to the terms
of this Schedule, request, and the other Party shall, subject to the
provisions of this Schedule, agree to the installation of a Third
Party ISI Interconnect Link.
6.2 2Mbit/s ISI Interconnect Links provided pursuant to this paragraph 6
shall be ordered in accordance with Annex A. The timescales for the
provision of 2 Mbit/s Interconnect Links are detailed in Annex A.
6.3 The requesting Party shall obtain agreement of the Third Party
Operator to use an Existing Link as part of the Third Party ISI
Interconnect Link.
6.4 The requesting Party shall provide and/or procure the provision and
maintenance of the Additional Link, whether by the Third Party
Operator or, if the requesting Party is the Operator, and subject to
contract, by BT.
6.5 The other Party shall assume no obligation under this Agreement for
the Existing Link. In particular, but without limitation, the other
Party shall have no liability to the requesting Party if the
Existing Link be taken out of operation in accordance with the Third
Party Interconnect Agreement.
6.6 The requesting Party shall:
6.6.1 comply with the provisions of paragraphs 3 and 4 above, as if the
Additional Link was provided by the requesting Party under paragraph
4; and
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6.6.2 ensure that sufficient arrangements are in place between the
requesting Party and the Third Party Operator to enable the requesting
Party so to comply; and
6.6.3 have no obligation to the other Party for the Existing Link save
as expressly provided in this Agreement.
6.7 The Third Party ISI Interconnect Link shall, for the purposes of the
respective rights and obligations of the Parties under this Agreement
be deemed to be an ISI Interconnect Link and that portion on the
Operator's side of the Point of Connection shall be deemed a part of
the requesting Party's System. This provision shall not be construed
to extend the area covered by the requesting Party's System beyond the
boundaries set out in that Party's Licence.
7. PROVISION OF INTERCONNECT EXTENSION CIRCUITS ("IECS")
7.1 In accordance with this paragraph 7, a Party may request, and the
other Party shall provide, an Interconnect Extension Circuit, from a
building referred to in Appendix A of Annex A to a Remote Switch
Connection.
7.2 IECs shall comply with the Specifications applicable to the provision
of Links. A Party shall provide IECs with, at its absolute discretion,
either PDH or SDH technology.
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7.3 The following table specifies the available connections for BT IECs
from particular ISI termination points:
<TABLE>
<CAPTION>
ISI link DLE serving Parent BT Dependent Tandem
terminating the Operator Exchange DLE Exchange not
point Licensed (Notes 2 being a Parent
Area (Notes and 3) BT Exchange
1 and 3)
<S> <C> <C> <C> <C>
BT DLE No Yes Not No
Applicable
BT DLTE Yes Yes Yes No
BT Tandem Yes Yes Yes No
Exchange
BT Yes Yes Not No
transmission Applicable
node
</TABLE>
Note 1: Provided that the BT DLE:
(a) is located in the same or Adjacent BT Charge Group to
the Point of Connection; and
(b) supports BT Customers in the Operator Licensed Area;
and
(c) has an existing direct Traffic Route with that
termination point.
Note 2: The Parent BT Exchange must have a direct connection to a
DLE serving the Operator Licensed Area and that DLE must be
located in the same or adjacent charge group to the Point of
Connection.
Note 3: For the purpose of the provision of IEC's only, the Operator
Licensed Area shall include any areas notified to BT in
writing, which are continuous geographical areas (or areas
that would be continuous but for separation by a tract of
water no more than 8 Kilometres wide), which are subject to
Third Party Operator Licences and where the Third Party
Operators are Associated Companies of the Operator.
7.4 Operator IECs shall be available between any building referred to in
Appendix A of Annex A to a Remote Switch Connection.
7.5 Subject to the provisions of Annex A, if the transmission capacity at
a building is exhausted and additional capacity for an IEC is
requested by a requesting Party, the other Party shall use its
reasonable endeavours to
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provide the additional capacity as soon as reasonably practicable and
shall notify the requesting Party of the anticipated date of such
provision.
7.6 If a Party notifies the other Party pursuant to paragraph 3 of Annex A
that a building is no longer available for establishing IECs to Remote
Switch Connections, the other Party may continue to order IECs from
that building for the then current ACO Period under the then current
Advance Capacity Order or such longer further period as the Parties
may agree in writing. Thereafter the first Party shall not be obliged
to provide an additional IEC from that building.
8. SIGNALLING
8.1 When ordering, for the first time, 2Mbit/s ISI Interconnect Links
between a specific BT Switch Connection and a specific Operator Switch
Connection the Requesting Party shall order a Signalling Link Set and
specify the Route Type(s).
8.2 The Requesting Party shall order an additional Signalling Link Set if
the total number of 2Mbit/s ISI Interconnect Links in an ISI
Interconnect Link exceed 40 or multiples of 40.
8.3 An order for a Signalling Link Set shall include an order for two
Intrabuilding Links.
9. ROUTE TYPES
9.1 Each Traffic Route is provided with a Route Type. Where a Party orders
an additional Route Type it shall specify the required Traffic Type.
10. REARRANGEMENTS
10.1 The requesting Party may request in accordance with Annex A the
rearrangement of Intrabuilding Links on its side of the Point of
Connection or in the building housing the other Party's Switch
Connection.
11. CHARGING
11.1 Subject to the provisions of this paragraph 11 for each provision by
one Party to the other of ISI Interconnect Links, 2Mbit/s ISI
Interconnect Links and associated works (including the Multiplexor
service and IECs), the requesting Party shall pay to the other Party
the appropriate charges specified from time to time in the Carrier
Price List.
11.2 The connection and rental charges shall be due on the earlier of the
relevant Ready for Service Date and 30 days after the relevant Ready
for Testing date. Subsequent rental charges shall be payable in
accordance with the periodicity specified from time to time in the
Carrier Price List.
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11.3 In addition to the charges specified from time to time in the Carrier
Price List, each Party shall, if applicable, make the additional
payments specified in Appendix C of Annex A.
11.4 Rental for an ISI Interconnect Link shall be payable according to the
following table:
<TABLE>
<CAPTION>
CLASSIFICATION OF
ISI INTERCONNECT LINK RENTAL PAYABLE
<S> <C>
Unidirectional Call As set down in the
Conveyance (Note 1) Carrier Price List
(paragraph 4.11.2) (Note 2).
Bothway Call Conveyance
(Agreed Location)
(Note 1)
(paragraph 4.7) None payable.
Bothway Call Conveyance R = P x A
(Location not agreed Where: "R" is the rental
but nominated) (Note 1) payable, "P" is the rental price set
(paragraph 4.10.2) down in the Carrier Price List
(Note 2), and "A" = B
---
C
Where: "B" is the number of 2Mbit/s
ISI Interconnect Links conveying the
Calls of the Party who requested the
ISI Interconnect Link (Note 1); and
"C" is the total number of 2Mbit/s ISI
Interconnect Links provided on that
ISI Interconnect Link.
</TABLE>
Note 1: For the purpose of this table, Route Types involving the
conveyance of Calls to one Party, when those Calls are
deemed to be that Party's Calls (by way of example Indirect
Access Calls), shall not be taken into consideration when
determining ISI Interconnect Link classification.
Note 2: In this Schedule references to the charges specified in the
Carrier Price List are those specified from time to time.
11.5 An Intrabuilding Link charge applies to each order for a 2Mbit/s ISI
Interconnect Link. If an Intrabuilding Link contains a Signalling Link
which supports unidirectional traffic the charge for that
Intrabuilding Link is included in the Signalling Link Set charge.
11.6 There are two different Signalling Link Set charges in respect of an
ISI Interconnect Link, namely, a charge for such a Link conveying
unidirectional traffic (including Indirect Access Calls,
notwithstanding such Calls being
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conveyed in the opposite direction,) and a charge for such a Link
carrying bothway traffic.
11.7 The Signalling Link Set charge includes one single Route Type. Charges
for additional Route Types are payable as specified from time to time
in the Carrier Price List.
11.8 A Multiplexor service charge applies to each order for a 2Mbit/s ISI
Interconnect Link.
11.9 The IEC charge applies to each order for a 2Mbit/s ISI Interconnect
Link, which order includes an IEC. The requesting Party shall pay the
charges for the provision of an IEC.
PATH PROTECTION PROVIDED BY BT
11.10 Subject to the following paragraphs, the Path Protection charges shall
be the sum of the relevant charges specified from time to time in the
Carrier Price List.
11.11 Charges for Path Protection shall be the sum of the following relevant
component charges:
<TABLE>
<CAPTION>
---------------------------------------------
PATH PROTECTION
---------------------------------------------
Type of Component Single Cable Two Cables Two Cables
Technology Chargeable Single Single Jointing Two
Jointing Chamber Jointing
Chamber Chambers
- ---------- ---------- ------------- --------------- ----------
<S> <C> <C> <C> <C>
PDH A YES YES YES
- ---------- ---------- ------------- --------------- ----------
B n/a n/a YES1
- ---------- ---------- ------------- --------------- ----------
C n/a n/a YES
- ---------- ---------- ------------- --------------- ----------
D n/a YES YES
- ---------- ---------- ------------- --------------- ----------
E n/a YES2 YES2
- ---------- ---------- ------------- --------------- ----------
SDH A n/a n/a n/a
- ---------- ---------- ------------- --------------- ----------
B n/a n/a YES
- ---------- ---------- ------------- --------------- ----------
C n/a n/a YES
- ---------- ---------- ------------- --------------- ----------
D n/a YES YES
- ---------- ---------- ------------- --------------- ----------
E n/a YES2 YES2
- ---------- ---------- ------------- --------------- ----------
</TABLE>
Note 1 Only charged if required under paragraph 5.3
Note 2 Two splices may be required.
Where:
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<PAGE> 118
<TABLE>
<CAPTION>
Component Charge
--------- ------
<S> <C>
A = transmission switching equipment
B = second (protection) jointing chamber
C = duct
D = cable
E = cable splice
</TABLE>
11.12 Each cable splice required for the provision of Path Protection has a
separate charge.
11.1 3 Connection and rental charges shall be payable for each ISI
Interconnect Link used for Path Protection. Rental shall be payable
for a minimum of 12 months. Subject to payment being made for the then
current minimum period of 12 months, rental charges shall be payable
until the Operator requests BT in writing to cease that Path
Protection.
11.14 If the Operator requests Path Protection on a particular ISI
Interconnect Link and:
(a) the ISI Interconnect Link is the sole Interconnect Link between
the specific BT Switch Connection and the specific Operator
Switch Connection; and
(b) there is no other Interconnect Link between that specific
Operator Switch Connection and any other BT Switch Connection;
no charge for Path Protection on that particular ISI Interconnect Link
shall be payable by the Operator while BT uses that ISI Interconnect
Link as the sole Interconnect Link to convey Calls to that specific
Operator Switch Connection.
11.15 If one or more of the conditions of paragraph 11.14 cease to apply,
the rental charges specified from time to time in the Carrier Price
List for the particular ISI Interconnect Link will be payable pursuant
to paragraph 11.13.
_______________________________________________________________________
PAGE 11 of 13
<PAGE> 119
APPENDIX 01.1
IN-SPAN INTERCONNECT AND
INTERCONNECT EXTENSION CIRCUITS
FIGURE X
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<PAGE> 120
APPENDIX 01.2
THIRD PARTY INTERCONNECT
FIGURE X
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PAGE 13 of 13
<PAGE> 121
ANNEX C
SCHEDULE 04
NUMBER PORTABILITY
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix unless stated
otherwise is to a paragraph or Appendix of this Schedule. Words and
expressions have the meaning given in Annex D, except as shown below:
"CENTREX" a partition of an Exchange used to provide business
features and short code dialling as required by
Customers;
"DDI" direct dialling in;
"DONOR" the Party from whose System the Number is being ported;
"DONOR SYSTEM" the System from which the Number is being ported;
"NP AREA" such area as has been agreed in writing by the Parties
in which Number Portability will be carried out;
"NUMBER" shall have the meaning ascribed thereto in Condition
34B of the BT Licence and for the purposes of this
Agreement there shall be excluded Numbers allocated to
ISDN exchange lines, and to Number Groups used for
Centrex, DDI private branch exchange or other private
branch exchange purposes;
"NUMBER GROUP" a range of consecutive Numbers used as a group by a
Party for certain functional or Customer purposes;
"NUMBER PORTABILITY" an arrangement between the Parties whereby a Customer
ceases to be provided with a Network Termination Point
by the Donor System and such Customer (at the same
address and at the same set of premises) is provided
with a Network Termination Point by the Recipient
System, such Network Termination Point having the
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same Number as had the Network Termination Point ceased
on the Donor System;
"PORTED NUMBER NTP" a Network Termination Point on the Recipient System
being a Network Termination Point to which a Number has
been ported;
"RECIPIENT" the Party to whose System the Number is being ported;
"RECIPIENT SYSTEM" the System to which the Number is being ported.
2. DESCRIPTION OF SERVICE
2.1 Subject to the provisions of this Schedule, the Parties shall provide
Number Portability in the NP Area in accordance with the Number
Portability End to End Process Manual ("Manual") as agreed in writing
from time to time by the Parties.
2.2 Pursuant to this Schedule and subject to the Parties having
successfully completed planning studies in accordance with the Manual
the Parties shall provide Number Portability in the NP Area.
2.3 For the avoidance of doubt, the Parties acknowledge that the provision
of Number Portability to Customers pursuant to this Schedule applies
only to those Customers who remain at the same address and at the same
set of premises.
2.4 Neither Party shall be obliged to offer Number Portability to the
other Party's Customers who have an exchange line connected to the
other Party's Exchange which Exchange has not been approved under
the Manual by such other Party for Number Portability.
2.5 If a Customer having a Ported Number NTP changes address or ceases
service with the Recipient System it is agreed that the Ported Number
of the Ported Number NTP shall revert to the Donor for use in the
Donor's System.
2.6 The Parties agree that the Calls handed over from each other to Ported
Number NTPs shall be conveyed in accordance with one or more of the
Schedules listed in Appendix 04.1.
2.7 Each Party shall correct faults which occur in its System which affect
the conveyance of Calls to Ported Number NTPs in accordance with such
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Party's normal engineering practices. For the avoidance of doubt,
neither Party warrants that its System is, or will be, free from
faults.
2.8 Notwithstanding the provisions of paragraph 1.4 of the main body of
this Agreement the Parties agree that for the purposes of the
provision of Number Portability Sections 2, 3 and 5.1 to 5.5
(inclusive) of the Manual Issue 2.0 dated 16/04/96 shall be legally
binding. The other provisions of the Manual shall not be legally
binding.
2.9 For the purposes of the provision of Number Portability, Schedule 140
(Data Management Amendments) shall be deemed to be amended by the
addition of a further entry to paragraph 2.6.1 thereof, namely: "route
Calls to Ported Number NTPs as defined in Schedule 04 (Number
Portability)."
3. ROUTING
3.1 The conveyance of Calls to Ported Number NTPs shall be in accordance
with the routing principles specified in Annex A and the Manual.
4. CHARGING
4.1 The Parties agree, for the conveyance of Calls handed over from each
other to Ported Number NTPs, to pay a charge in accordance with one or
more of the Schedules listed in Appendix 04.1.
4.2 For the avoidance of doubt, all charges pursuant to the Schedules
listed in Appendix 04.1 of this Schedule shall be ascertained and paid
for by the Parties in accordance with such Schedules in addition to
such other charges as may be payable pursuant to this Schedule.
4.3 The Parties shall pay the charges at the rates for Number Portability
specified from time to time in the Carrier Price List.
5. REVIEW
5.1 The Review Date for charges under paragraph 4.3 of this Schedule shall
be 1 April each year.
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APPENDIX 04.1
The telephony conveyance Schedules referred to in paragraphs 2.6, 4.1 and 4.2 of
this Schedule are:
<TABLE>
<CAPTION>
Schedule Number: Title:
- ---------------- -------------------------------------
<S> <C>
101 BT Telephony Calls to the BT System
102 BT Transit Calls via the BT System
103 BT Operator to Operator Transit Calls
via the BT System
541 Operator Telephony Calls to the Operator
System
545 Operator International Incoming Calls
from Authorised Overseas Systems
via the BT System handed over to the
Operator System
546 Operator BT to BT Transit Calls
(Ported) via the Operator System
</TABLE>
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<PAGE> 125
ANNEX C
SCHEDULE 101
BT TELEPHONY CALLS TO THE BT SYSTEM
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix unless stated
otherwise, is to a paragraph or Appendix of this Schedule. Words and
expressions have the meaning given in Annex D, except as shown below:
"ADC CALL CATEGORY" one of Local ADC, National ADC or
International ADC, as appropriate;
"BT DOUBLE PLUS TANDEM SEGMENT CALL" a BT Telephony Call handed over from the
Operator System to the BT System,
initially switched by a BT Tandem
Exchange, thereafter switched by one or
more other BT Tandem Exchanges, and
finally switched by a BT DLE or BT ALE to
a BT Network Termination Point connected
directly to that BT DLE or BT ALE;
"BT LOCAL EXCHANGE SEGMENT CALL" a BT Telephony Call handed over from the
Operator System to the BT System,
initially switched by a BT DLE with no
further switching other than switching
(if any) by a BT ALE parented directly on
that BT DLE, to a BT Network Termination
Point connected directly to that BT DLE
or BT ALE;
"BT SINGLE TANDEM SEGMENT CALL" a BT Telephony Call handed over from the
Operator System to the BT System,
initially switched by a BT Tandem
Exchange, thereafter switched by a BT DLE
with no further switching other than
switching (if any) by a BT ALE parented
directly on that BT DLE, to a BT Network
Termination Point connected directly to
that BT DLE or BT ALE;
"INTERNATIONAL ADC" contributions towards BT's Access Deficit
that apply to Calls handed over from the
Operator System ("actual Calls") where,
if Calls (other than Indirect Access
Calls)
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were conveyed in the opposite direction
(whether or not by the Operator System),
between the same originating and
terminating points as those actual Calls
("reverse Calls"), such reverse Calls
would be classified as international
calls in the BT Retail Price List;
"LOCAL ADC" contributions towards BT's Access Deficit
that apply to Calls handed over from the
Operator System ("actual Calls") where,
if Calls (other than Indirect Access
Calls) were conveyed in the opposite
direction wholly within the BT System
between the same originating and
terminating points (Calls made or
received on mobile terminal apparatus for
this purpose being treated as originating
or terminating at the relevant wireless
telegraphy station carrying the Call) as
those actual Calls ("reverse Calls"),
such reverse Calls would be classified as
local calls in the BT Retail Price List;
"NATIONAL ADC" contributions towards BT's Access Deficit
that apply to Calls handed over from the
Operator System ("actual Calls") where,
if Calls (other than Indirect Access
Calls) were conveyed in the opposite
direction wholly within the BT System
between the same originating and
terminating points (Calls made or
received on mobile terminal apparatus for
this purpose being treated as originating
or terminating at the relevant wireless
telegraphy station carrying the Call) as
those actual Calls ("reverse Calls"),
such reverse Calls would be classified as
national calls in the BT Retail Price
List;
2. DESCRIPTION OF SERVICE
2.1 Subject to the provisions of this Schedule, BT shall convey BT
Telephony Calls handed over from the Operator System to the
appropriate BT Network Termination Point.
2.2 BT International Incoming Calls, BT Transit Calls, BT Operator to
Operator Transit Calls and Calls to Ancillary Services are not
conveyed pursuant to this Schedule.
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2.3 The Parties shall agree in advance all necessary technical
requirements, including Call set-up and cleardown sequences, for the
conveyance of Calls pursuant to this Schedule.
2.4 BT's obligation to convey BT ISDN Telephony Calls is subject to the
respective Systems and all relevant Switch Connections of both Parties
being suitable for the conveyance of BT ISDN Telephony Calls.
2.5 BT shall not be obliged under this Schedule to make its System
suitable for the conveyance of BT ISDN Telephony Calls or to provide
equipment to its Customers enabling BT ISDN Telephony Calls.
2.6 BT shall convey BT Telephony Calls during those periods of time and at
the same standard and quality of service as BT conveys similar Calls.
2.7 Each Party shall correct faults which occur in its System which affect
the conveyance of BT Telephony Calls in accordance with such Party's
normal engineering practices. For the avoidance of doubt, neither
Party warrants that its System is, or will be, free from faults.
3. ROUTING
3.1 The conveyance of BT Telephony Calls shall be in accordance with the
routing principles specified in Annex A.
4. CHARGING
4.1 For the conveyance of each BT Telephony Call by BT, the Operator shall
pay BT a charge calculated in accordance with the rate for such a Call
specified from time to time in the Carrier Price List.
4.2 For the conveyance of each BT Telephony Call by BT, which is also a
Transfer Charge Call, BT shall pay the Operator a charge calculated in
accordance with the rate for such a Call specified from time to time
in the Carrier Price List, and the Operator shall pay no charge to BT
pursuant to paragraph 4.1.
5. CONTRIBUTIONS TO BT'S ACCESS DEFICIT
5.1 Subject to the provisions of this paragraph 5, the Operator shall pay
for each Call, a contribution to BT's Access Deficit at the rate
specified for the ADC Call Category specified from time to time in the
Carrier Price List. For these purposes, the ADC Call Category shall be
ascertained at the time when the Answer Signal is generated.
5.2 If, prior to the date of the Agreement, either Party has requested the
Director General pursuant to Condition 13.5A of the BT Licence to
reduce the contribution to be made by the Operator towards BT's Access
Deficit, then
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payment of the contribution referred to in such request shall be
suspended until the Director General has dealt with the request.
5.3 If, following a request referred to in paragraph 5.2, the Director
General determines not to reduce the contribution or determines that a
partial contribution shall be payable by the Operator towards BT's
Access Deficit, such contribution shall be payable accordingly with
effect from the date of this Agreement. The Operator shall pay any
outstanding contribution not later than one month after the date of
such determination.
5.4 If, following a request referred to in paragraph 5.2, the Director
General determines that no contribution shall be payable by the
Operator towards BT's Access Deficit no such contribution shall be
payable under paragraph 5.1.
5.5 If the Director General at any time determines pursuant to Condition
13.5A of the BT Licence that the contribution payable by the Operator
towards BT's Access Deficit should be varied or a contribution becomes
payable in accordance with Condition 13.5A of the BT Licence then the
Agreement shall be varied accordingly.
5.6 The Operator shall have no liability to pay a contribution to BT's
Access Deficit in respect of Calls which have originated on the system
of another licensed operator and are conveyed over the Operator System
to the BT System, provided that;
5.6.1 subject as provided in paragraph 5.6.4 below the Operator shall not
agree to convey over the Operator System to the BT System Calls
originated on the system of a Third Party Operator or first conveyed
in the UK by the system of a Third Party Operator unless that operator
shows to the Operator's reasonable satisfaction that it has entered
into an agreement with BT to pay a contribution to BT's Access Deficit
for all Calls originated on the system of that Third Party Operator,
or first conveyed in the UK by the system of that Third Party
Operator, and conveyed to their ultimate destination by means of the
BT System (whether by direct connection between the system of that
Third Party Operator and the BT System or by transit through any other
system);
5.6.2 if the Director General (following notification from BT) notifies the
Operator that a Third Party Operator, having entered into an agreement
as described in paragraph 5.6.1 above, has failed to make a
contribution to BT's Access Deficit as required by that agreement and
that all provisions in that agreement for the resolution of disputes
have been exercised and have failed, then the Operator shall as
quickly as reasonably practicable cease to convey Calls originated on
the system of that Third Party Operator or first conveyed in the UK by
that operator's system to the BT System. The Director General shall
not notify the Operator pursuant to this paragraph if, having heard
representations from the Third Party Operator concerned, he is
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satisfied that the payment demanded by BT from the Third Party
Operator has not been calculated in accordance with this proviso, save
that it shall be deemed to be conclusive proof that the payment has
been properly calculated if BT obtains judgement in a court of
competent jurisdiction for its recovery as a debt and any appeal
against that judgement has been finally disposed of;
5.6.3 the Operator shall provide to BT at BT's expense such information
about those Calls described in paragraph 5.6.1 as the Operator is
practicably and rightfully able to provide and as BT may reasonably
require to calculate the amount of contribution to the Access Deficit
so payable. During such time as the Operator is unable to provide a
record of the Calls described in paragraph 5.6.1, it shall provide
information to BT for the purposes of this paragraph on the basis of a
method of estimation determined by the Director General after
consulting with such other persons as he considers appropriate;
5.6.4 the obligation of the Operator in paragraph 5.6.1 shall not apply to
Calls which the Director General has determined or BT has agreed
should not give rise to a contribution to BT's Access Deficit by any
such Third Party Operator and this paragraph shall cease to apply if
BT ceases to be entitled by virtue of Condition 13 of the BT Licence
to recover from the Third Party Operator a contribution to its Access
Deficit.
5.7 BT shall indemnify and keep indemnified the Operator against any
liability claim, loss or damage resulting from the Operator's
performance of obligation under paragraph 5.6.1 or 5.6 2 in
circumstances where in case of default or negligence of BT the
Operator would not have been so obliged to prevent or cease conveyance
of a Call emanating from the Third Party Operator.
5.8 The Parties agree that either Party may initiate a review of
paragraphs 5.6 and 5.7 pursuant to paragraph 19.1.3 of the main body
of the Agreement.
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Page 5 of 5
<PAGE> 130
ANNEX C
SCHEDULE 102
BT TRANSIT CALLS VIA THE BT SYSTEM
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix unless stated
otherwise, is to a paragraph or Appendix of this Schedule. Words and
expressions have the meaning given in Annex D, except as shown below:
"BT DOUBLE PLUS TANDEM TRANSIT CALL" a BT Transit Call, handed over from the
Operator System to the BT System,
initially switched by a BT Tandem
Exchange, thereafter switched by one or
more other BT Tandem Exchanges, and
handed over from the BT System to a Third
Party Operator's system;
"BT SINGLE TANDEM TRANSIT CALL" a BT Transit Call, handed over from the
Operator System to the BT System,
initially switched by a BT Tandem
Exchange, with no further switching by
the BT System, and handed over from the
BT System to a Third Party Operator's
system.
2. DESCRIPTION OF SERVICE
2.1 Subject to the provisions of this Schedule, BT shall convey a BT
Transit Call handed over from the Operator System to the Third Party
Operator's system, to the extent that a similar Call is available to
BT Customers.
2.2 BT Telephony Calls, BT International Outgoing Calls and BT Operator to
Operator Transit Calls are not conveyed pursuant to this Schedule.
2.3 The Parties shall agree in advance all necessary technical
requirements, including Call set-up and cleardown sequences, for the
conveyance of Calls pursuant to this Schedule.
2.4 BT's obligation to convey BT ISDN Transit Calls is subject to any
Third Party Operator's system and the respective Systems and all
relevant Switch Connections of both Parties being suitable for the
conveyance of BT ISDN Transit Calls.
2.5 BT shall convey BT Transit Calls during those periods of time and at
the same standard and quality of service as BT conveys similar Calls.
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2.6 Each Party shall correct faults which occur in its System which affect
the conveyance of BT Transit Calls in accordance with such Party's
normal engineering practices. For the avoidance of doubt, neither
Party warrants that its System is, or will be, free from faults.
3. ROUTING
3.1 The conveyance of BT Transit Calls shall be in accordance with the
routing principles specified in Annex A.
4. CHARGING
4.1 For the conveyance of each BT Transit Call by BT, the Operator shall
pay BT a charge calculated in accordance with the rate for such a Call
specified from time to time in the Carrier Price List. If at the time
when a BT Transit Call is conveyed by BT no rate for such a Call is
specified in the Carrier Price List the Operator agrees to pay for
such a Call at the rate which is subsequently specified in the Carrier
Price List.
4.2 For the conveyance of each BT Transit Call by BT, which is also a
Transfer Charge Call, BT shall pay the Operator a charge calculated in
accordance with the rate for such a Call specified from time to time
in the Carrier Price List, provided always that BT shall not be
obliged to pay for such a Call, if BT has not received payment from a
Third Party Operator, and the Operator shall pay no charge to BT
pursuant to paragraph 4.1.
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ANNEX C
SCHEDULE 103
BT OPERATOR TO OPERATOR TRANSIT CALLS VIA THE BT SYSTEM
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix unless stated
otherwise, is to a paragraph or Appendix of this Schedule. Words and
expressions have the meaning given in Annex D, except as shown below:
"BT DOUBLE PLUS TANDEM
OPERATOR TO OPERATOR TRANSIT CALL" a BT Operator to Operator Transit Call,
handed over from the Operator System to the
BT System, initially switched by a BT
Tandem Exchange, thereafter switched by one
or more other BT Tandem Exchanges, and
handed over from the BT System to the
Operator System;
"BT SINGLE TANDEM
OPERATOR TO OPERATOR TRANSIT CALL" a BT Operator to Operator Transit Call,
handed over from the Operator System to
the BT System, initially switched by a BT
Tandem Exchange, with no further switching
by the BT System, and handed over from the
BT System to the Operator System.
2. DESCRIPTION OF SERVICE
2.1 Subject to the provisions of this Schedule, BT shall convey a BT
Operator to Operator Transit Call handed over from the Operator
System to the Operator System, if a rate for such a Call is
specified from time to time in the Carrier Price List.
2.2 BT Telephony Calls and BT Transit Calls are not conveyed pursuant
to this Schedule.
2.3 The Parties shall agree in advance all necessary technical
requirements, including Call set-up and cleardown sequences, for
the conveyance of Calls pursuant to this Schedule.
2.4 BT's obligation to convey BT ISDN Operator to Operator Transit Calls
is subject to the respective Systems and all relevant Switch
Connections of both Parties being suitable for the conveyance of BT
ISDN Operator to Operator Transit Calls.
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Parties being suitable for the conveyance of BT ISDN Operator to
Operator Transit Calls.
2.5 BT shall convey BT Operator to Operator Transit Calls during those
periods of time and at the same standard and quality of service as BT
conveys similar Calls.
2.6 Each Party shall correct faults which occur in its System which
affect the conveyance of BT Operator to Operator Transit Calls in
accordance with such Party's normal engineering practices. For the
avoidance of doubt, neither Party warrants that its System is, or
will be, free from faults.
3. ROUTING
3.1 The conveyance of BT Operator to Operator Transit Calls, shall be in
accordance with the routing principles specified in Annex A.
4. CHARGING
4.1 For the conveyance of each BT Operator to Operator Transit Call by
BT, the Operator shall pay BT a charge calculated in accordance with
the rate for such a Call specified from time to time in the Carrier
Price List.
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ANNEX C
SCHEDULE 104
BT INTERNATIONAL OUTGOING CALLS TO AUTHORISED OVERSEAS SYSTEMS
VIA THE BT SYSTEM
1. DEFINITIONS
1.1 In this schedule, a reference to a paragraph or Appendix unless stated
otherwise, is to a paragraph or Appendix of this Schedule. Words and
expressions have the meaning given in Annex D.
2. DESCRIPTION OF SERVICE
2.1 Subject to the provisions of this Schedule, BT shall convey a BT
International Outgoing Call handed over from the Operator System to an
Authorised Overseas System, if a rate for such a Call is specified
from time to time in the Carrier Price List.
2.2 BT Telephony Calls, BT Transit Calls, BT Operator to Operator Transit
Calls and Calls to Ancillary Services are not conveyed pursuant to
this Schedule.
2.3 The Parties shall agree in advance all necessary technical
requirements, including Call set-up and cleardown sequences, for the
conveyance of Calls pursuant to this Schedule.
2.4 BT's obligation to convey BT ISDN International Outgoing Calls is
subject to the Authorised Overseas System and the respective Systems
and all relevant Switch Connections of both parties being suitable for
the conveyance of BT ISDN International Outgoing Calls.
2.5 BT shall convey BT International Outgoing Calls during those periods
of time and at the same standard and quality of service as BT conveys
similar Calls.
2.6 BT shall be under no obligation to convey BT International Outgoing
Calls to destinations which are not available to BT Customers from
time to time.
2.7 The Operator shall not hand over to BT and BT shall be under no
obligation under this Schedule, to convey BT International Outgoing
Calls to those countries listed from time to time in the BT Retail
Price List as being available only through the BT Operator.
2.8 Each Party shall correct faults which occur in its System which affect
the conveyance of BT International Outgoing Calls in accordance with
such
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Party's normal engineering practices. For the avoidances of doubt,
neither Party warrants that its System is, or will be, free from
faults.
2.9 The Operator shall not hand over to the BT System, a BT International
Outgoing Call which is also a Transfer Charge Call, for conveyance to
an Authorised Overseas System unless BT has notified the Operator in
writing from time to time that BT has an agreement for the connection
of Transfer Charge Calls to that Authorised Overseas System.
3. CALL ROUTING
3.1 The conveyance of BT International Outgoing Calls shall be in
accordance with the routing principles specified in Annex A.
4. CHARGING
4.1 Subject to paragraph 4.3, for the conveyance of each BT International
Outgoing Call by BT, the Operator shall pay BT a charge calculated in
accordance with the rate for such a Call specified from time to time
in the Carrier Price List.
4.2 For the conveyance of each BT International Outgoing call by BT, which
is also a Transfer Charge Call, BT shall pay the Operator a charge
calculated in accordance with the rate for such a Call specified from
time to time in the Carrier Price List, provided always that BT shall
not be obliged to pay for Transfer Charge Calls where BT has not
received payment for such Call from the Authorised Overseas System,
and the Operator shall pay no charge to BT pursuant to paragraph 4.1.
4.3 If the Operator, pursuant to the Operator Licence, commences conveying
Calls directly to a particular international destination, the Operator
shall notify BT in writing. When the Operator commences conveying
calls directly to a particular international destination, the Operator
shall pay BT for the conveyance of BT International Outgoing Calls to
such destination charges calculated in accordance with the rates for
such Calls specified from time to time in the BT Retail Price List.
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ANNEX C
SCHEDULE 110
FREEFONE(TM) 0800 CALLS
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix unless stated
otherwise, is to a paragraph or Appendix of this Schedule. Words and
expressions have the meaning given in Annex D, except as shown below:
"BT 0800 SERVICE PROVIDER" a person who has contracted with BT for the
delivery of Calls using telephone numbers
commencing with the digits 0800. The
expression shall also include BT in respect of
such telephone numbers if BT has published
those numbers as being available to call BT
itself in respect of certain BT services;
"FREEFONE 0800 CALL" a Call made by a Calling Party dialling 0800
followed by a BT 0800 Service Provider's six
digit number (which sets up the Call to the BT
0800 Service Provider) and which if made by a
BT Customer on the BT System would be free of
charge and paid for by the BT 0800 Service
Provider;
"FREEFONE 0800 CHARGECARD CALL" a Freefone 0800 Call made by a Calling Party
dialling 0800 144 144 to access the BT
CHARGECARD(TM) service.
2. DESCRIPTION OF SERVICE
2.1 Subject to the provisions of this Schedule, BT shall convey Freefone
0800 Calls handed over from the Operator System to the appropriate
terminal apparatus nominated by the BT 0800 Service Provider or by BT
if the terminal apparatus is connected to the BT System, or to the
Operator System or a Third Party Operator's system if the terminal
apparatus is connected to that System or system.
2.2 Freefone 0800 Calls shall be included in the Traffic Forecast in
accordance with Annex A.
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2.3 The Parties shall agree in advance all necessary technical
requirements, including Call set-up and cleardown sequences, for the
conveyance of Calls pursuant to this Schedule.
2.4 If the Operator charges its Customers for the conveyance of Freefone
0800 Calls the Operator shall prefix all Freefone 0800 Calls with a
message to inform its Customers that such Calls are not free from
the Operator System.
2.5 The Operator shall ensure that its promotional material will not
undermine the public perception that Freefone 0800 Calls are free to
BT Customers.
2.6 BT shall convey Freefone 0800 Calls handed over from the Operator
System during those periods of time and at the same standard and
quality of service as BT conveys similar Calls.
2.7 Each Party shall correct faults which occur in its System which affect
the conveyance of Freefone 0800 Calls in accordance with such Party's
normal engineering practices. For the avoidance of doubt, neither
Party warrants that its System is, or will be, free from faults.
2.8 If there are abnormally high volumes of Freefone 0800 Calls that the
BT System cannot convey, the Operator may apply network management
controls in the Operator System or BT may apply network management
controls in the BT System.
2.9 If Operator Customers by means of a Freefone 0800 Call order a Call
via INMARSAT or order a BT Telemessage and BT provides such a Call or
service, then the Operator shall pay to BT the appropriate charges
specified from time to time in the BT Retail Price List.
2.10 The Operator shall only hand over a Freefone 0800 CHARGECARD(TM) Call
to the BT System if such a Call originates using an exchange line.
2.11 The Operator shall generate and convey full CLI as requested by the BT
System for each Freefone 0800 CHARGECARD(TM) Call handed over to the
BT System. For the avoidance of doubt, a Freefone 0800 CHARGECARD(TM)
Call handed over from the Operator System to the BT System which is
not supported by full CLI, shall not receive an Answer Signal from the
BT System, and no payment shall be due to the Operator for such a
Call.
3. ROUTING
3.1 The conveyance of Freefone 0800 Calls shall be in accordance with the
routing principles specified in Annex A.
3.2 Freefone 0800 Calls handed over to BT by the Operator shall be handed
over at a BT Switch Connection located at a BT DMSU which is as near
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as reasonably practicable to the geographical location from which the
Call was initially made or as otherwise may be agreed in writing by
the Parties.
4. CHARGING
4.1 For the conveyance of each Freefone 0800 Call by the Operator, BT
shall pay the Operator a charge calculated in accordance with the rate
for such a Call specified from time to time in the Carrier Price List.
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ANNEX C
SCHEDULE 111
LO-CALL(TM) 0345 CALLS
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix unless stated
otherwise, is to a paragraph or Appendix of this Schedule. Words and
expressions have the meaning given in Annex D, except as shown below:
"BT 0345 SERVICE PROVIDER" a person who has contracted with BT for the
delivery of Calls using telephone numbers
commencing with the digits 0345. The expression
shall also include BT in respect of such telephone
numbers if BT has published those numbers as being
available to call BT itself in respect of certain
BT services;
"LO-CALL 0345 CALL" a Call made by a Calling Party dialling 0345
followed by a BT 0345 Service Provider's six digit
number (which sets up a Call to the BT 0345 Service
Provider) and which if made by a BT Customer on the
BT System would be charged at BT's local call
charge as specified from time to time in the BT
Retail Price List and an additional charge is paid
to BT by the BT 0345 Service Provider.
2. DESCRIPTION OF SERVICE
2.1 Subject to the provisions of this Schedule, BT shall convey Lo-Call
0345 Calls handed over from the Operator System to the appropriate
terminal apparatus nominated by the BT 0345 Service Provider or by BT
if the terminal apparatus is connected to the BT System, or to the
Operator System or a Third Party Operator's system if the terminal
apparatus is connected to that System or system.
2.2 Lo-Call 0345 Calls shall be included in the Traffic Forecast in
accordance with Annex A.
2.3 The Parties shall agree in advance all necessary technical
requirements, including Call set-up and clear down sequences, for the
conveyance of Calls pursuant to this Schedule.
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2.4 The Operator shall ensure that its promotional material will not
undermine the public perception that Lo-Call 0345 Calls are charged to
BT Customers at BT's local call rates.
2.5 BT shall convey Lo-Call 0345 Calls handed over from the Operator
System during those periods of time and at the same standard and
quality of service as BT conveys similar Calls.
2.6 Each Party shall correct faults which occur in its System which affect
the conveyance of Lo-Call 0345 Calls in accordance with such Party's
normal engineering practices. For the avoidance of doubt, neither
Party warrants that its System is, or will be, free from faults.
2.7 If there are abnormally high volumes of Lo-Call 0345 Calls that the BT
System cannot convey, the Operator may apply network management
controls in the Operator System or BT may apply network management
controls in the BT System.
3. ROUTING
3.1 The conveyance of Lo-Call 0345 Calls shall be in accordance with the
routing principles specified in Annex A.
3.2 Lo-Call 0345 Calls handed over to BT by the Operator shall be handed
over at a BT Switch Connection located at a BT DMSU which is as near
as reasonably practicable to the geographical location from which the
Call was initially made or as otherwise may be agreed in writing by
the Parties.
4. CHARGING
4.1 For the conveyance of each Lo-Call 0345 Call by BT, the Operator shall
pay BT a charge calculated in accordance with the rate for such a Call
specified from time to time in the Carrier Price List.
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ANNEX C
SCHEDULE 112
BT PREMIUM RATE SERVICE CALLS
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix unless stated
otherwise, is to a paragraph or Appendix of this Schedule. Words and
expressions have the meaning given in Annex D, except as shown below:
"CALLING CENTRE" any location, whether or not authorised, where Calls may
be made;
"ICSTIS" the Independent Committee for the Supervision of
Standards of Telephone Information Services.
2. DESCRIPTION OF SERVICE
2.1 BT shall take all reasonable steps to ensure that a person applying to
be a BT PRS Service Provider is adequately vetted prior to being
accepted to minimise the risk of PRS Fraud and to ensure compliance
with any requirements of ICSTIS.
2.2 BT shall take all reasonable steps to ensure that a person applying
to be a BT PRS Service Provider will offer a PRS in good faith.
2.3 The Parties shall take reasonable endeavours to agree adequate
safeguards to prevent and detect PRS Fraud and shall record such
agreement in a separate document known as the "PRS Fraud
Management Manual". If a Party reasonably considers that such
safeguards are not adequate then either Party may apply for a
review of this Schedule pursuant to paragraph 19.1.3 of the main
body of this Agreement.
2.4 Subject to the provisions of this Schedule, BT shall convey BT PRS
Calls handed over from the Operator System to the appropriate terminal
apparatus nominated by the BT PRS Service Provider or by BT if the
terminal apparatus is connected to the BT System, or to the Operator
System or a Third Party Operator's system if the terminal apparatus is
connected to that System or system.
2.5 BT shall have no obligation to convey BT PRS Calls handed over from
the Operator System intended for a BT PRS Service Provider if BT has
suspended service to that BT PRS Service Provider or terminated his
contract.
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2.6 BT PRS Calls shall be included in the Traffic Forecast in accordance
with Annex A.
2.7 The Parties shall agree all in advance all necessary technical
requirements, including Call set-up and clear down sequences, for the
conveyance of Calls pursuant to this Schedule.
2.8 BT shall convey BT PRS Calls handed over from the Operator System
during those periods of time and at the same standard and quality of
service as BT conveys similar Calls.
2.9 Each Party shall correct faults which occur in its System which
affect the conveyance of BT PRS Calls in accordance with such
Party's normal engineering practices. For the avoidance of doubt,
neither Party warrants that its System is, or will be, free from
faults.
2.10 If there are abnormally high volumes of BT PRS Calls that the BT
System cannot convey, the Operator may apply network management
controls in the Operator System or BT may apply network management
controls in the BT System.
2.11 Each Party shall comply with the requirements specified from time
to time in Appendices 112.1 and 112.2.
3. ROUTING
3.1 The conveyance of BT PRS Calls shall be in accordance with the routing
principles specified in Annex A.
3.2 BT PRS Calls handed over to BT by the Operator shall be handed over
at a BT Switch Connection located at a BT DMSU which is as near as
reasonably practicable to the geographical location from which
the Call was initially made or as otherwise may be agreed in writing
by the Parties.
4. CHARGING
4.1 Subject to the provisions of this Schedule, for the conveyance of
each BT PRS Call by BT, the Operator shall pay BT a charge
calculated in accordance with the rate for such a Call specified
from time to time in the Carrier Price List.
5. COMMENCEMENT
5.1 BT shall convey BT PRS Calls handed over from the Operator System
commencing on a date to be agreed in writing by the Parties.
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APPENDIX 112.1
PRS FRAUD PREVENTION, DETECTION AND ADJUSTMENT
1. NETWORK DEVELOPMENT
1.1 If BT undertakes technical development in relation to BT PRS Calls, BT
shall reasonably enhance the facilities for the prevention and
detection of PRS Fraud.
2. OPERATIONAL LIAISON
2.1 The Parties shall by monitoring BT PRS Calls take all reasonable
steps to prevent and detect PRS Fraud using, without limitation,
the criteria specified in Appendix 112.2.
3. BT DETECTION AND NOTIFICATION
3.1 If BT suspects PRS Fraud taking into account the criteria specified in
Appendix 112.2 it shall immediately pass to the Operator, for each
Calling Centre identified, the following information:
3.1.1 the identity of the Calling Centre;
3.1.2 the estimated total duration of the relevant BT PRS Calls;
3.1.3 the dates when the relevant BT PRS Calls were made;
3.1.4 the telephone number or numbers of the relevant BT PRS Service
Provider;
3.1.5 the identity of the relevant BT PRS Service Provider;
3.1.6 such other information as BT considers relevant;
3.1.7 such other information reasonably requested by the Operator.
4. OPERATOR DETECTION AND NOTIFICATION
4.1 If the Operator suspects PRS Fraud taking into account the criteria
specified in Appendix 112.2 it shall immediately pass to BT, for each
Calling Centre identified, the following information:
4.1.1 the identity of the Calling Centre;
4.1.2 the estimated total duration of the relevant BT PRS Calls;
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4.1.3 the dates when the relevant BT PRS Calls were made;
4.1.4 the telephone number or numbers of the relevant BT PRS Service
Provider;
4.1.5 the identity of the relevant Operator Customer;
4.1.6 such other information as the Operator considers relevant;
4.1.7 such other information reasonably requested by BT.
5. RESTRICTION ON USE OF INFORMATION
5.1 Any information passed between the Parties in accordance with
paragraphs 3 and 4 shall only be used for the following purposes:
5.1.1 to monitor, prevent or detect PRS Fraud;
5.1.2 to assist the investigation of PRS Fraud and to undertake
criminal prosecutions if PRS Fraud is established;
5.1.3 to undertake civil proceedings to effect recovery of losses
resulting from PRS Fraud.
6. NOMINATED PARTIES
6.1 Any information required to be passed between the Parties in
accordance with paragraphs 3 and 4 shall be collated by the nominated
representative of one Party and sent to the nominated representative
of the other Party in accordance with the PRS Fraud Management Manual.
7. FINANCIAL ADJUSTMENT
7.1 If a Party has passed information to the other Party in accordance
with paragraphs 3 and 4, then for information so passed which relates
to the current Billing Period and subject to the information having
been passed to BT within 2 weeks of the end of that Billing Period
then the Operator may withhold payment for the identified BT PRS
Calls;
7.1.1 for a period of not more than 6 months commencing with the date
of the first bill following the end of the then current Billing
Period; or
7.1.2 until the Operator receives payment from the Operator Customer
whichever duration is less.
7.2 The Operator shall take all reasonable steps to recover any
outstanding charges for BT PRS Calls.
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7.3 If after the period of 6 months specified in paragraph 7.1.1 the
Operator has not received payment from the Operator Customer, BT may:
7.3.1 unconditionally release the Operator from the obligation to pay;
or
7.3.2 continue suspension of the Operator's obligation to pay; or
7.3.3 require the Operator to assign (at no cost) to BT the indebtedness of
the Operator Customer in consideration of BT releasing the Operator
from its obligation to pay such outstanding charges for such Operator
Customer.
7.4 In the event of any dispute relating to the operation of this
paragraph 7 either Party may serve a notice on the other requiring any
matters in dispute to be referred to arbitration in London by a single
arbitrator appointed by agreement between the Parties or in default of
agreement upon the application of either Party by the President for
the time being of the Law Society of England in accordance with and
subject to the Arbitration Acts 1950 - 1979.
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APPENDIX 112.2
The following are indicators of PRS Fraud in relation to any BT PRS
Service Provider and Calling Party:
BT PRS SERVICE PROVIDER
1. For each of the first 3 months after commencement of service the
number of BT PRS Calls delivered to any new BT PRS Service Provider
exceed by 25% (or such other percentage as the Parties may agree in
writing) or more the average number of BT PRS Calls to similar Premium
Rate Services ascertained after the first month and monthly
thereafter.
2. After the first 3 months the number of BT PRS Calls delivered to any
BT PRS Service Provider increases at a rate of 25% or more from one
month to the next.
3. A high proportion of BT PRS Calls delivered to any BT PRS Service
Provider originate at a small number of Calling Centres whether or not
limited in geographical location.
4. The average duration of BT PRS Calls delivered to any BT PRS Service
Provider differs significantly from that of BT PRS Calls to similar
Premium Rate Services or there are repeated Calls of similar duration.
5. BT PRS Calls delivered to any BT PRS Service Provider appear to
originate without promotion of the Premium Rate Service.
6. A significant proportion of BT PRS Calls delivered to any BT PRS
Service Provider originate at payphones or use payment systems other
than a standard telephone bill
CALLING PARTIES
1. A small number of Calling Centres generate a high proportion of BT PRS
Calls for delivery to any BT PRS Service Provider.
2. A small number of Calling Centres generate a high volume of BT PRS
Calls for delivery to any BT PRS Service Provider.
3. A high proportion of BT PRS Calls delivered to any BT PRS Service
Provider are generated at a small number of Calling Centres whether or
not limited in geographical location.
4. The average duration of BT PRS Calls delivered to any BT PRS Service
Provider differs significantly from that of BT PRS Calls to similar
Premium Rate Services or there are repeated Calls of similar duration.
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5. BT PRS Calls delivered to any BT PRS Service Provider appear to
originate without promotion of the Premium Rate Service.
6. A significant proportion of BT PRS Calls delivered to any BT PRS
Service Provider originate at payphones or use payment systems other
than a standard telephone bill.
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ANNEX C
SCHEDULE 116
NATIONAL CALL 0990 CALLS
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix unless stated
otherwise, is to a paragraph or Appendix of this Schedule. Words and
expressions have the meaning given in Annex D, except as shown below:
"BT 0990 SERVICE PROVIDER" a person who has contracted with BT for the
delivery of Calls using telephone numbers
commencing with the digits 0990. The
expression shall also include BT in respect of
such telephone numbers where BT has published
those numbers as being available to call BT
itself in respect of certain BT services.
"0990 CALL" a Call made by a Calling Party dialling 0990
followed by a BT 0990 Service Provider's six
digit number (which sets up the Call to the BT
0990 Service Provider) and which if such a
Call were made by a BT Customer on the BT
System would be charged at BT's 'b' Rate as
specified from time to time in the BT Retail
Price List and an additional charge is paid by
the BT 0990 Service Provider;
2. DESCRIPTION OF SERVICE
2.1 Subject to the provisions of this Schedule, BT shall convey 0990 Calls
received from the Operator System to the appropriate terminal
apparatus nominated by the BT 0990 Service Provider or by BT where the
terminal apparatus is connected to the BT System, or to the Operator
System or a Third Party Operator's system where the terminal equipment
is connected to that System or system.
2.2 0990 Calls shall be included in the Traffic Forecast in accordance
with Annex A.
2.3 The Parties shall agree in advance all necessary technical
requirements, including Call set-up and cleardown sequences, for the
conveyance of Calls pursuant to this Schedule.
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2.4 BT shall convey 0990 Calls handed over from the Operator System during
those periods of time and at the same standard and quality of service
as BT conveys similar Calls.
2.5 Each Party shall correct faults which occur in its System which affect
the conveyance of 0990 Calls in accordance with such Party's normal
engineering practices. For the avoidance of doubt, neither Party
warrants that its System is, or will be, free from faults.
2.6 If there are abnormally high volumes of 0990 Calls that the BT System
cannot convey, the Operator may apply network management controls in
the Operator System or BT may apply network management controls in the
BT System.
3. ROUTING
3.1 The conveyance of 0990 Calls shall be in accordance with the routing
principles specified in Annex A.
3.2 0990 Calls handed over to BT by the Operator shall be handed over at a
BT Switch Connection located at a BT DMSU which is as near as
reasonably practicable to the geographical location from which the
Call was initially made or as otherwise may be agreed in writing by
the Parties.
4. CHARGING
4.1 For the conveyance of each 0990 Call by BT, the Operator shall pay BT
a charge calculated in accordance with the rate for such a Call
specified from time to time in the Carrier Price List.
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ANNEX C
SCHEDULE 117
PHONE BASE CALLS
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix unless stated
otherwise, is to a paragraph or Appendix of this Schedule. Words and
expressions have the meaning given in Annex D, except as shown below:
"BT PHONE BASE SERVICE" a service comprising access to a computer
database containing the entries from time to
time available for the alphabetical section of
BT Phone Books;
"PHONE BASE CALLS" Calls to the telephone number 0910 210910 to
access the BT Phone Base Service.
2. DESCRIPTION OF PRODUCT
2.1 Subject to the provisions of this Schedule, BT shall convey Phone Base
Calls handed over from the Operator System to the BT Phone Base
Service.
2.2 Phone Base Calls shall be included in the Traffic Forecast in
accordance with Annex A.
2.3 The Parties shall agree in advance all necessary technical
requirements, including Call set-up and cleardown sequences, for the
conveyance of Calls pursuant to this Schedule.
2.4 BT shall convey Phone Base Calls handed over from the Operator System
during those periods of time and at the same standard and quality of
service as BT conveys similar Calls.
2.5 Each Party shall correct faults which occur in its System which affect
the conveyance of Phone Base Calls in accordance with such Party's
normal engineering practices. For the avoidance of doubt, neither
Party warrants that its System is, or will be, free from faults.
2.6 If there are abnormally high volumes of Phone Base Calls that the BT
System cannot convey, the Operator may apply network management
controls in the Operator System or BT may apply network management
controls in the BT System.
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2.7 Access to the BT Phone Base Service will only be available to those
Operator Customers who have contracted with BT for the provision of
the BT Phone Base Service and to whom appropriate security codes have
been issued to enable use of the BT Phone Base Service.
3. ROUTING
3.1 The conveyance of Phone Base Calls shall be in accordance with the
routing principles specified in Annex A.
3.2 Phone Base Calls handed over to BT by the Operator shall be handed
over at a BT Switch Connection located at a BT DMSU.
4. DURATION
4.1 Conveyance of Phone Base Calls pursuant to this Schedule shall cease
if BT has given not less than 6 months' written notice to the Operator
of its intention to cease to convey such Calls, and BT ceases to
convey Phone Base Calls from BT Customers.
5. CHARGING
5.1 For the conveyance of each Phone Base Call by BT, the Operator shall
pay a charge calculated in accordance with the rate for such a Call
specified from time to time in the Carrier Price List.
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ANNEX C
SCHEDULE 118
BT TIMELINE(TM) SERVICE
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix unless stated
otherwise, is to a paragraph or Appendix of this Schedule. Words and
expressions have the meaning given in Annex D, except as shown below:
"BT TIMELINE CALLS" Calls to the BT Timeline Service accessed by
means of the digits 123 for BT Customers;
"BT TIMELINE SERVICE" BT's speaking clock service which is available
to BT Customers.
2. DESCRIPTION OF SERVICE
2.1 Subject to the provisions of this Schedule, BT shall convey BT
Timeline Calls received from the Operator System to the BT Timeline
Service.
2.2 BT Timeline Calls shall be included in the Traffic Forecast in
accordance with Annex A.
2.3 The Parties shall agree in advance all necessary technical
requirements, including Call set-up and cleardown sequences, for the
conveyance of Calls pursuant to this Schedule.
2.4 BT shall convey BT Timeline Calls handed over from the Operator System
during those periods of time and at the same standard and quality of
service as BT conveys similar Calls.
2.5 Each Party shall correct faults which occur in its System which affect
the conveyance of BT Timeline Calls in accordance with such Party's
normal engineering practices. For the avoidance of doubt, neither
Party warrants that its System is, or will be, free from faults.
2.6 If there are abnormally high volumes of BT Timeline Calls that the
BT System cannot convey, the Operator may apply network management
controls in the Operator System or BT may apply network management
controls in the BT System.
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3. ROUTING
3.1 The conveyance of BT Timeline Calls shall be in accordance with the
routing principles specified in Annex A.
3.2 BT Timeline Calls handed over to BT by the Operator shall be handed
over at a BT Switch Connection located at a BT DMSU.
3.3 If the Operator conveys BT Timeline Calls from the Operator System to
the BT System it shall only hand over the Call using the digits 123.
4. DURATION
4.1 Conveyance of BT Timeline Calls pursuant to this Schedule shall cease
if BT has given not less than 6 months written notice to the Operator
of its intention to cease to convey such Calls, and BT ceases to
convey BT Timeline Calls from BT Customers.
5. CHARGING
5.1 For the conveyance of each BT Timeline Call by BT, the Operator shall
pay BT a charge calculated in accordance with the rate for such a Call
specified from time to time in the Carrier Price List.
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ANNEX C
SCHEDULE 120
NATIONAL OPERATOR ASSISTANCE SERVICE
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix, unless
stated otherwise, is to a paragraph or Appendix of this Schedule.
Words and expressions have the meaning given in Annex D except as
shown:
"ADC CALL CATEGORY" one of Local ADC or National ADC,
as appropriate;
"BT FREEFONE(TM) NAME SERVICE
PROVIDER" a person who has contracted with BT for the
delivery of Calls using a BT Operator by
quoting Freefone(TM) Name. The expression
shall also include BT in respect of
Freefone(TM) Names if BT has published those
as being available to call BT itself in
respect of certain BT services;
"FREEFONE(TM) NAME" a name beginning with the word "Freefone(TM)"
and which has been allocated by BT to a BT
Freefone(TM) Name Service Provider which is
used to set up a Call to the BT Freefone(TM)
Name Service Provider which if made by a BT
Customer on the BT System would be free of
charge and paid for by the BT Freefone(TM)
Name Service Provider;
"LOCAL ADC" the contributions towards BT's Access Deficit
that apply to Calls received from the Operator
System ("actual Calls") where, if Calls (other
than Indirect Access Calls) were conveyed in
the opposite direction between the same
originating and terminating points as those
actual Calls ("reverse Calls"), such reverse
Calls would be classified as local calls in
the BT Retail Price List;
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"NATIONAL ADC" the contributions towards BT's Access Deficit
that apply to Calls received from the Operator
System ("actual Calls") where, if Calls (other
than Indirect Access Calls) were conveyed in
the opposite direction between the same
originating and terminating points as those
actual Calls ("reverse Calls"), such reverse
Calls would be classified as national calls in
the BT Retail Price List;
"NOA SERVICE" the Operator Assistance Service relating to
Calls originating and terminating within the
British Isles as specifically described in
paragraph 2 of this Schedule.
2. DESCRIPTION OF SERVICE
2.1 This Schedule gives details of the provision by BT to the Operator of
access to the NOA Service from the Operator System.
2.1.1 NOA Service shall only be available to be accessed by Calling
Parties having a telephone number conforming to the UK national
numbering scheme.
2.1.2 Except where expressly stated otherwise all Calls to the NOA
Service shall attract the charge for the NOA Service specified
from time to time in the BT Carrier Price List.
2.1.3 Where the Operator permits Calling Parties to access the NOA
Service from payphones connected to or forming part of the
Operator System, BT shall only be obliged to provide the services
set out in paragraphs 2.3.2 and 2.3.4.
2.2 Subject to paragraph 2.3, Calling Parties will be able to access the
NOA Service in order to obtain assistance in completing Calls to
persons in the British Isles who can be reached via the BT System.
2.3 The NOA Service shall comprise the following:
2.3.1 ASSISTANCE CALLS
A Calling Party may request the BT Operator to connect the
following types of Call:
(a) A BT Basic Telephony Call;
(b) A BT Basic Transit Call;
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(c) An Operator Basic Telephony Call;
(d) A BT Basic Operator to Operator Transit Call;
(e) An Operator Basic Transit Call;
(f) A Number Translation Services Call;
(g) A BT Basic International Outgoing Call to the Republic of
Ireland;
except that BT PRS Calls, Operator PRS Calls and Calls to PRS services
run by Third Party Operators shall not be connected.
A Calling Party may request the BT Operator to provide assistance in
connection of such a Call referred to above where a previous attempt
failed (as, for instance, where there has been a continuous engaged
tone, number unobtainable tone, continuous ringing tone and no reply,
no tone or wrong number), or re-connection of such a Call in the event
of prior unwarranted disconnection by one or more of the
Telecommunication Systems involved in the connection chain.
The assistance provided under this paragraph 2.3.1 shall only be in
respect of Calls for which BT provides the same assistance service for
its Customers. BT shall offer refunds of Call charges to the Operator
in respect of its Customers in circumstances where BT would offer
refunds to BT Customers.
2.3.2 TRANSFER CHARGE CALLS
A Calling Party may request the BT Operator to attempt to set up a
Transfer Charge Call to a person having a telephone number conforming
to the UK national numbering scheme. The charge for the NOA Service
specified from time to time in the Carrier Price List will not be
payable for successful Transfer Charge Calls.
The NOA Service shall not connect Transfer Charge Calls to the
following:
(a) answering machines (unless permitted by the initial message
pre-recorded by the person responsible for the called number);
(b) payphones;
(c) the Republic of Ireland;
(d) Number Translation Services Calls;
(e) persons using certain Land Mobile Radio Services;
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(f) numbers on paging systems;
2.3.3 ALARM CALLS
A request can be made to the BT Operator for an alarm call to be made
at a specified time. The alarm call will be attempted at or near the
required time, but in any event no more than five minutes earlier or
later than the time specified. However, alarm calls can only be booked
on ordinary fixed exchange lines within the British Isles (excepting
the Republic of Ireland) and can only be charged to the Calling
Party's number.
Alarm calls will be charged to the Operator at the price specified
from time to time in the Carrier Price List, when booked. Refunds of
the charge shall be given to the Operator if an alarm call is
cancelled, subject to the cancellation being made prior to midnight on
the day preceding the day for which the alarm call has been booked.
2.3.4 BT FREEFONE(TM) NAME SERVICE
A request can be made to the BT Operator to connect a Call using the
BT Freefone(TM) Name Service. The BT Operator will connect the Call or
if the telephone number is engaged or unavailable, inform the Calling
Party.
The charge for the NOA Service specified from time to time in the
Carrier Price List will not be payable for Calls to NOA Service where
the NOA Service is only used to access the BT FreefoneTM Name Service.
The Operator shall ensure that any promotional material issued by it
will not undermine the public perception that the conveyance of Calls
to the BT FreefoneTM Name Service is free to BT Customers.
2.4 If BT makes a material change to the NOA Service that BT provides to
its own Customers, it shall give the Operator 6 months' notice of such
change. The notice of such change shall be a review notice in
accordance with paragraph 19.1.3 of the main body of this Agreement.
3. BT'S OBLIGATIONS
3.1 BT shall provide the NOA Service to the Operator at all times. In
other aspects it shall provide the same standard and quality of
service as BT provides such service to the generality of BT Customers
calling the NOA Service from that locality.
3.2 Subject to the provisions of this Schedule, BT shall convey Calls for
the NOA Service by means of the BT System to an OCHC. BT shall be
under no
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obligation to convey any Call to the NOA Service which is a type of
Call that BT does not convey to such service for its Customers.
3.3 BT shall use its reasonable endeavours to ensure that 90 per cent of
all Calls (except those for which there were no queue places available
in the automatic call distribution system) to the NOA Service
(averaged over a 24 hour period) will be answered within 15 seconds, 7
days per week (with the exception of Christmas Day when the target
percentage shall be 70 per cent). The balance of all such Calls shall
be answered by the BT Operator as soon as reasonably possible after
the 15 second period.
3.4 On written request from the Operator, BT shall provide statistics of
the percentage of Calls actually answered within the time periods
specified in paragraph 3.3 for the OCHC which normally deals with
Calls to the NOA Service for the relevant BT Switch Connection.
3.5 BT shall, correct faults which occur in the BT System which affect the
provision of the NOA Service, in accordance with BT's normal
engineering practices. For the avoidance of doubt, BT does not warrant
that the BT System is or will be free from faults.
3.6 Procedures for the provision by BT to the Operator of details of Calls
to the NOA Service and refunds handled by BT Operators are set out in
Annex B and the procedures for operational matters and Customer
complaints are set out in the Operator Services Manual.
3.7 BT shall provide training to BT Operators for the purpose of providing
services under this Schedule.
4. THE OPERATOR'S OBLIGATIONS
4.1 Where the Operator conveys Calls to access the NOA Service it shall
deliver the Calls to a BT Switch Connection at a BT DMSU in accordance
with Annex A.
4.2 If Operator Customers, by means of a Call passed to BT to order a BT
Telemessage, and BT provides such a service the Operator shall pay to
BT the appropriate charge specified from time to time in the BT Retail
Price List.
4.3 The Operator shall, where faults occur in the Operator System which
affect the provision of the NOA Service, correct them in accordance
with the Operator's normal engineering practices. For the avoidance of
doubt, the Operator does not warrant that the Operator System is or
will be free from faults.
4.4 Where the Operator permits access to the NOA Service from payphones
connected to or forming part of the Operator System, the Operator
shall ensure the payphone sends a tone, of a form to be agreed between
the
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Parties, to indicate to the BT Operator that the Calling Party is
using a payphone.
4.5 Where the Operator wishes BT to inform Calling Parties, in response to
enquiries, of the condition of Operator Customer's telephone lines
(e.g. out of order, terminated etc.) it shall provide BT with a
telephone number for use by the BT Operator for making such enquiries.
This telephone number will be used solely by the BT Operator and shall
not be disclosed.
5. COMMENCEMENT & TERMINATION
5.1 BT shall provide the NOA Service to the Operator as detailed in this
Schedule on the later of the following:
5.1.1 a date 3 months after the date this Schedule was incorporated into
the Agreement; or
5.1.2 the first Ready for Service Date; or
5.1.3 such other date as the Parties may agree in writing.
5.2 The Operator may terminate its access to the NOA Service under this
Schedule by giving 3 months' written notice to BT.
6. CHARGING
6.1 For the services provided by the BT Operator except for those
specifically stated to be free of such charges, the Operator shall pay
BT for each Call the charge for the NOA Service as specified from time
to time in the Carrier Price List. In addition, the following are
payable:
6.1.1 For the onward connection of Calls stated in paragraph 2.3.1 the
Operator or BT, as appropriate shall pay, for each successful Call,
the charges in accordance with the charge as specified from time to
time in the Carrier Price List for the appropriate Call.
6.1.2 For the provision of Transfer Charge Calls by the NOA Service, and
for the BT Freefone(TM) Name Service, BT shall pay the Operator for
each successful Call, the appropriate charge specified from time
to time in the Carrier Price List.
7. CONTRIBUTIONS TO BT'S ACCESS DEFICIT
7.1 Where BT provides assistance pursuant to paragraph 2.3.1 which
includes onward connection of a BT Basic Telephony Call and subject to
the provisions of this paragraph 7, the Operator shall pay a
contribution to
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BT's Access Deficit at the rate specified from time to time for the
ADC Call Category, in the Carrier Price List. For these purposes, the
ADC Call Category shall be ascertained at the time when the Answer
Signal is generated.
7.2 If, prior to the date of the Agreement, either Party has requested the
Director General pursuant to Condition 13.5A of the BT Licence to
reduce the contribution to be made by the Operator towards BT's Access
Deficit, then payment of the contribution referred to in such request
shall be suspended until the Director General has dealt with the
request.
7.3 If, following a request referred to in paragraph 7.2, the Director
General determines not to reduce the contribution or determines that a
partial contribution shall be payable by the Operator towards BT's
Access Deficit, such contribution shall be payable accordingly with
effect from the date that the services set out in this Schedule
commenced. The Operator shall pay any outstanding contribution not
later than one month after the date of such determination.
7.4 If, following a request referred to in paragraph 7.2, the Director
General determines that no contribution shall be payable by the
Operator towards BT's Access Deficit no such contribution shall be
payable under paragraph 7.1.
7.5 If the Director General at any time determines pursuant to Condition
13.5A of the BT Licence that the contribution payable by the Operator
towards BT's Access Deficit should be varied or a contribution becomes
payable in accordance with Condition 13.5A of the BT Licence then the
Agreement shall be varied accordingly.
7.6 The Operator shall have no liability to pay a contribution to BT's
Access Deficit in respect of Calls which have originated on the system
of a Third Party Operator and are conveyed over the Operator System to
the BT System, provided that:
7.6.1 subject as provided in paragraph 7.6.4 below the Operator shall
not agree to convey over the Operator System to the BT System Calls
originated on the system of a Third Party Operator or first conveyed
in the UK by the system of a Third Party Operator unless that operator
shows to the Operator's reasonable satisfaction that it has entered
into an agreement with BT to pay a contribution to BT's Access Deficit
for all Calls originated on the system of that Third Party Operator,
or first conveyed in the UK by the system of that Third Party
Operator, and conveyed to their ultimate destination by means of the
BT System (whether by direct connection between the system of that
Third Party Operator and the BT system or by transit through any other
system);
7.6.2 if the Director General (following notification from BT) notifies
the Operator that a Third Party Operator, having entered into an
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agreement as described in paragraph 7.6.1, has failed to make a
contribution to BT's Access Deficit as required by that agreement and
that all provisions in that agreement for the resolution of disputes
have been exercised and have failed, then the Operator shall as
quickly as reasonably practicable cease to convey Calls originated on
the system of that Third Party Operator or first conveyed in the UK by
that operator's system to the BT System. The Director General shall
not notify the Operator pursuant to this paragraph if, having heard
representations from the Third Party Operator concerned, he is
satisfied that the payment demanded by BT from the Third Party
Operator has not been calculated in accordance with this proviso, save
that it shall be deemed to be conclusive proof that the payment has
been properly calculated if BT obtains judgement in a court of
competent jurisdiction for its recovery as a debt and any appeal
against that judgement has been finally disposed of;
7.6.3 the Operator shall provide BT at BT's expense such information about
those Calls described in paragraph 7.6.1 as the Operator is
practicably and rightfully able to provide and as BT may reasonably
require to calculate the amount of contribution to the Access Deficit
so payable. During such time as the Operator is unable to provide a
record of the Calls described in paragraph 7.6.1, it shall provide
information to BT for the purposes of this paragraph on the basis of a
method of estimation determined by the Director General after
consulting with such other persons as he considers appropriate;
7.6.4 the obligation of the Operator in paragraph 7.6.1 shall not apply to
Calls which the Director General has determined or BT has agreed
should not give rise to a contribution to BT's Access Deficit by any
such Third Party Operator and this paragraph shall cease to apply if
BT ceases to be entitled by virtue of Condition 13 of the BT Licence
to recover from the Third Party Operator a contribution to its Access
Deficit.
7.7 BT shall indemnify and keep indemnified the Operator against any
liability claim, loss or damage resulting from the Operator's
performance of obligation under paragraph 7.6.1 or 7.6.2 in
circumstances where in case of default or negligence of BT the
Operator would not have been so obliged to prevent or cease conveyance
of a Call emanating from the Third Party Operator.
7.8 The Parties agree that either Party may initiate a review of
paragraphs 7.6 and 7.7 pursuant to paragraph 19.1.3 of the main body
of the Agreement.
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ANNEX C
SCHEDULE 121
DIRECTORY ENQUIRY SERVICE
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix, unless
stated otherwise is to a paragraph or Appendix of this Schedule. Words
and expressions have the meaning given in Annex D, except as shown
below:
"BLIND OR DISABLED PERSON" a person fulfilling criteria determined by BT
from time to time and registered with BT
permitting use of the DQ Service by that
person at no charge;
"DQ CENTRE" a BT site where DQ Operators answer Calls to
the DQ Service;
"DQ OPERATOR" a person who answers Calls to the DQ Service;
"DQ SERVICE" the directory enquiry service relating to
telephone numbers within the British Isles.
2. DESCRIPTION OF SERVICE
2.1 This Schedule gives details of the provision by BT to the Operator of
access to the DQ Service. The DQ Service shall only be available to be
accessed by persons having a telephone number conforming to the UK
national numbering scheme.
2.2 A person may request a search for the telephone or telex numbers of up
to two persons listed as telephony or telex customers in the British
Isles provided that sufficient information is given to enable the DQ
Operator to carry out a search. If the search is successful, the
Calling Party will be supplied with the requested number. However if
the number is listed as an ex-directory number the Calling Party will
be so informed, but the number will not be disclosed.
2.3 Subject to paragraph 2.4 below, refunds of the DQ Service charges set
out from time to time in the Carrier Price List shall be made by BT
where the following circumstances are brought to BT's attention by the
Operator Customer:
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2.3.1 if a DQ Operator provides to the Calling Party information that
is inconsistent with correct information that was available at the
DQ Centre;
2.3.2 if a DQ Operator is unable to trace the telephone number but the
Calling Party is able to obtain the number from a BT Phone Book or
another DQ Operator that same day;
2.3.3 if the Call is misrouted by the BT System to the DQ Service;
2.3.4 if the Call has been cut off by the BT System on a Call to the DQ
Service or bad transmission over the BT System prevents the Calling
Party from hearing the DQ Operator's response;
2.3.5 if, due to BT error in processing any information that BT has agreed
to enter in a BT Phone Book, the number that is required is missing or
incorrect (e.g. numbers transposed) in such a directory;
2.3.6 if the DQ Operator reasonably feels that the Calling Party has
experienced poor DQ Service or exceptional difficulty;
2.3.7 if during the course of a search by the DQ Operator there is a
computer failure and the DQ Operator is unable to deliver the number;
2.3.8 if the Calling Party is referred by the DQ Operator to the BT "Talking
Pages" Service;
2.3.9 if the Calling Party asks for the number of a particular BT department
or front office;
2.3.10 if the Calling Party requests Number Range information and the Call to
the DQ Service was caused by a BT code change or bulk number change.
2.4 Refunds will only be made if the Calling Party identifies to the DQ
Operator dealing with the refund the originating telephone number used
by the Calling Party to make the Call to the DQ Centre.
2.5 Directory Enquiry Service for the Blind or Disabled
2.5.1 BT shall register as a Blind or Disabled Person those persons who
apply to a BT registration point for consideration by BT to be
registered, subject to the person fulfilling the same criteria as BT
Customers qualifying for registration.
2.5.2 BT shall make no separate charge pursuant to this Schedule for access
to the DQ Service where:
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a) the Call is received at the specialised DQ bureau dealing with
Calls from Blind or Disabled Persons to the DQ Service; and
b) the Calling Party is a Blind or Disabled Person.
No refunds will be offered to the Operator in respect of the provision
of the DQ Service to Blind or Disabled Persons.
2.6 If BT makes a material change to the DQ Service that BT provides to
its own Customers, it shall give the Operator 6 months notice of such
change. The notice of such change shall be a review notice in
accordance with paragraph 19.1.3 of the main body of this Agreement.
3. BT'S OBLIGATIONS
3.1 BT shall provide the DQ Service at all times. In other aspects it
shall provide the same standard and quality of service as BT makes
available to BT Customers making Calls to the DQ Service from that
locality.
3.2 Subject to the provision of this Schedule, BT shall convey Calls for
the DQ Service received from the Operator System to a DQ Centre. BT
shall be under no obligation to convey any Call to the DQ Service
which is a type of Call that BT does not convey to such service for
its Customers.
3.3 BT shall use its reasonable endeavours to ensure that 90 per cent. of
all Calls (except those for which there were no queue places available
in the automatic call distribution system) to the DQ Service (averaged
over a 24 hour period) will be answered within 15 seconds, 7 days per
week (with the exception of Christmas Day when the target percentage
shall be 70 per cent.). The balance of all such Calls shall be
answered by the DQ Operator as soon as reasonably possible after the
15 second period.
3.4 On written request from the Operator, BT shall provide statistics of
the percentage of Calls actually answered within the time periods
specified in paragraph 3.3 for the OCHC which normally deals with
Calls to the DQ Service for the relevant BT Switch Connection.
3.5 BT shall correct faults which occur in the BT System which affect the
DQ Service in accordance with BT's normal engineering practices. For
the avoidance of doubt, BT does not warrant that the BT System is, or
will be, free from faults.
3.6 Procedures for the provision by BT to the Operator of details of Calls
to the DQ Service handled by DQ Operators shall be as set out in
Annex B whereby BT shall pay refunds to the Operator. Refund
information shall be included in TIBS Billing Information and
Refund Reports.
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4. THE OPERATOR'S OBLIGATIONS
4.1 Where the Operator conveys a Call to the DQ Service to BT, the
Operator shall convey such a Call to a BT Switch Connection at a BT
DMSU in accordance with Annex A.
4.2 The Operator shall pay to BT for each Call to the DQ Service the
appropriate charges specified from time to time in the Carrier Price
List.
4.3 The Operator shall, correct faults which occur in the Operator System
which affect the DQ Service in accordance with the Operator's normal
engineering practices. For the avoidance of doubt, the Operator does
not warrant that the Operator System is, or will be, free from faults.
5. COMMENCEMENT & TERMINATION
5.1 BT shall provide the DQ Service as detailed in this Schedule on the
later of the following:
5.1.1 a date 3 months after the date this Schedule was incorporated into the
Agreement; or
5.1.2 the first Ready for Service Date; or
5.1.3 such other date as the Parties may agree in writing.
5.2 The Operator may terminate access to the DQ service provided under
this Schedule by giving 3 months written notice to BT.
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ANNEX C
SCHEDULE 122
INTERNATIONAL OPERATOR ASSISTANCE SERVICE
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix, unless
stated otherwise is to a paragraph or Appendix of this Schedule. Words
and expressions have the meaning given in Annex D, except as shown
below:
"IOA SERVICE" the international operator assistance service
relating to Calls to destinations outside the British
Isles and other services as specifically described in
paragraph 2 of this Schedule.
2. DESCRIPTION OF SERVICE
2.1 This Schedule gives details of the provision by BT to the Operator of
access to the IOA Service.
2.1.1 IOA Service shall only be available to be accessed by persons
having a telephone number conforming to the UK national numbering
scheme.
2.1.2 Where the Operator permits Calling Parties to contact the IOA
Service from payphones connected to or forming part of the Operator
System, BT shall only be obliged to provide the services set out in
paragraphs 2.3.3 and 2.3.6.
2.2 Subject to paragraph 2.3, a person will be able to contact the IOA
Service in order to obtain assistance in completing Calls to Customers
of an Authorised Overseas System who can be reached through the BT
System and to obtain time difference advice.
2.3 BT shall provide the IOA Service which shall comprise the following:
2.3.1 Assistance Calls
The Calling Party can request connection to an international telephone
number, or assistance from overseas operators, or assistance in
connection where a previous attempt failed or re-connection to a
telephone number in the event of prior unwarranted disconnection by
one or more of the Telecommunication Systems involved in the
connection chain or assistance in sending facsimile messages to
destinations outside the British Isles. Call charges are payable in
whole minutes with a minimum charge of that for a three minute Call.
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2.3.2 Personal Calls to international numbers
The Calling Party can request the BT Operator to connect them to a
named person or extension outside the British Isles. A personal call
fee is payable for each Call attempt that is answered whether or not
the Call is connected to the named person or extension. The Call
charges specified from time to time in the Carrier Price List are
payable in whole minutes with a minimum charge of that for a three
minute Call.
2.3.3 International Transfer Charge Calls
The Calling Party can request the BT Operator to arrange a Transfer
Charge Call to an overseas destination, except that international
Transfer Charge Calls cannot be made to payphones, services run by
INMARSAT, a ship in port, the Republic of Ireland or to territories or
numbers where there is no agreement to provide such Calls with the
relevant telecommunications operators.
2.3.4 Calls via INMARSAT
The Calling Party can request the BT Operator to connect a Call to a
ship at sea which possesses suitable satellite communication
equipment.
2.3.5 Advance Booking of International Calls
The Calling Party can request the BT Operator to arrange connection of
an International Call to a specific destination for a particular date
and time.
2.3.6 Time Difference Advice
The Calling Party can request the BT Operator for the local time in a
particular country.
2.4 If BT makes a material change to the IOA Service that BT provides to
BT Customers, it shall give the Operator 6 months notice of such
change. The notice of such change shall be a review notice in
accordance with paragraph 19.1.3 of the main body of this Agreement.
3. BT'S OBLIGATIONS
3.1 BT shall provide the IOA Service at all times. In other aspects it
shall provide the same standard and quality of service as BT makes
available to BT Customers calling the IOA Service from that locality.
3.2 Subject to the provisions of this Schedule, BT shall convey Calls for
the IOA Service by means of the BT System to an IOA Service centre.
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BT shall be under no obligation to convey any Call to the IOA Service
which is a type of Call that BT does not convey to such service for
its Customers.
3.3 BT shall use its reasonable endeavours to ensure that 90 per cent. of
all Calls (except those for which there were no queue places available
in the automatic call distribution system) to the IOA Service
(averaged over a 24 hour period) will be answered within 15 seconds, 7
days per week (with the exception of Christmas Day when the target
percentages shall be 70 per cent.). The balance of all such Calls
shall be answered by the BT Operator as soon as reasonably possible
after the 15 second period.
3.4 BT shall correct faults which occur in the BT System which affect the
provision of the IOA Service in accordance with BT's normal
engineering practices. For the avoidance of doubt, BT does not warrant
that the BT System is, or will be, free from faults.
3.5 Procedures for the provision by BT to the Operator of details of Calls
to the IOA Service handled by BT Operators are set out in Annex B and
the procedures for operational matters and Customer complaints are set
out in the Operator Services Manual.
4. THE OPERATOR'S OBLIGATIONS
4.1 Where the Operator conveys Calls to access the IOA Service it shall
hand over Calls to a BT Switch Connection at a BT DMSU in accordance
with Annex A.
4.2 The Operator shall correct faults which occur in the Operator System
which affect the provision of the IOA Service in accordance with the
Operator's normal engineering practices. For the avoidance of doubt,
the Operator does not warrant that the Operator System is, or will be,
free from faults.
4.3 Where the Operator permits access to the IOA Services from payphones
connected to or forming part of the Operator System, the Operator
shall ensure the payphone sends a tone, of a form to be agreed between
the Parties, to indicate to the BT Operator that the Calling Party is
using a payphone.
5. CHARGING
5.1 For the service provided by way of the IOA Service, except for
international Transfer Charge Calls, the Operator shall pay BT for
each Call the charges specified from time to time the Carrier Price
List.
5.2 For each international Transfer Charge Call set up by the BT Operator,
BT shall pay the Operator for each successful Call the appropriate
rate specified from time to time and the Operator shall pay no charge
to BT pursuant to paragraph 5.1 in the Carrier Price List.
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6. COMMENCEMENT & TERMINATION
6.1 BT shall provide the IOA Service as detailed in this Schedule on the
later of the following:
6.1.1 a date 3 months after the date this Schedule was incorporated into
the Agreement; or
6.1.2 the first Ready for Service Date; or
6.1.3 such other date as the Parties may agree in writing.
6.2 The Operator may terminate access to the IOA service provided under
this Schedule by giving 3 months written notice to BT.
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ANNEX C
SCHEDULE 123
INTERNATIONAL DIRECTORY ENQUIRY SERVICE
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix, unless
stated otherwise is to a paragraph or Appendix of this Schedule. Words
and expressions have the meaning given in Annex D, except as shown
below:
"BLIND OR DISABLED PERSON" a person fulfilling criteria determined by BT
from time to time and registered with BT
permitting use of the IDQ Service by that
person at no charge;
"IDQ CENTRE" a BT site where IDQ Operators answer Calls to
the IDQ Service;
"IDQ OPERATOR" a person who answers Calls to the IDQ Service;
"IDQ SERVICE" the international directory enquiry service
relating to telephone numbers outside the
British Isles which is more specifically
described in paragraph 2 below.
2. DESCRIPTION OF SERVICE
2.1 This Schedule gives details of the provision by BT to the Operator of
access to the IDQ Service. The IDQ Service shall only be available to
be accessed by persons having a telephone number conforming to the UK
national numbering scheme.
2.2 A person may request a search for the telephone or telex numbers of up
to two persons listed as telephony or telex Customers of operators of
Authorised Overseas Systems, provided that sufficient information is
given to enable the IDQ Operator to carry out a search. If the search
is successful, the Calling Party will be supplied with the requested
number. However if the number is listed as an ex-directory number the
Calling Party will be so informed, but the number will not be
disclosed.
2.3 Subject to paragraph 2.4 below, refunds of the IDQ Service charge
specified from time to time in the Carrier Price List shall be made to
the Operator by BT where the following circumstances are brought to
BT's attention by the Operator Customer:
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2.3.1 if an IDQ Operator provides to the Calling Party information that is
inconsistent with correct information that was available at the IDQ
Centre;
2.3.2 if the Call is misrouted by the BT System to the IDQ Service;
2.3.3 if the Calling Party has been cut off by the BT System on a Call to
the IDQ Service or bad transmission over the BT System prevents the
Calling Party from hearing the IDQ Operator's response;
2.3.4 if the IDQ Operator reasonably feels that the Calling Party has
experienced poor service or exceptional difficulty;
2.3.5 if the Calling Party asks for the number of a particular BT department
or front office;
2.3.6 if the Calling Party makes a Call to enquire about the progress of an
earlier request for information where the IDQ Operator has offered to
ring with the information.
2.4 Refunds shall be made only if the Calling Party identifies to the IDQ
Operator dealing with the refund the originating telephone number used
by the Calling Party to make the Call to the IDQ Centre.
2.5 International Directory Enquiry Service for the Blind or Disabled
2.5.1 BT shall register as a Blind or Disabled Person those persons who
apply to a BT registration point for consideration by BT to be
registered, subject to the person fulfilling the same criteria as BT
Customers qualifying for registration.
2.5.2 BT shall make no separate charge pursuant to this Schedule for access
to the IDQ Service where:
a) the Call is received at the specialised DQ bureau dealing with
Calls from Blind or Disabled Persons to the IDQ Service; and
b) the Calling Party is a Blind or Disabled Person.
No refunds shall be offered to the Operator in respect of the
provision of the IDQ Service to Blind and Disabled Persons.
2.6 If BT makes a material change to the IDQ Service that BT provides to
its own Customers, it shall give the Operator 6 months notice of such
change. The notice of such change shall be a review notice in
accordance with paragraph 19.1.3 of the main body of this Agreement.
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3. BT'S OBLIGATIONS
3.1 BT shall provide the IDQ Service at all times. In other aspects it
shall provide the same standard and quality of service as BT makes
available to BT Customers calling the IDQ Service from that locality.
3.2 Subject to the provisions of this Schedule, BT shall convey Calls for
the IDQ Service received from the Operator System to an IDQ Centre. BT
shall be under no obligation to convey any Call to the IDQ Service
which is a type of Call that BT does not convey to such service for
its Customers.
3.3 BT shall use its reasonable endeavours to ensure that 90 per cent. of
all Calls (except those for which there were no queue places available
in the automatic call distribution system) to the IDQ Service
(averaged over a 24 hour period) will be answered within 15 seconds, 7
days per week (with the exception of Christmas Day when the target
percentage shall be 70 per cent.). The balance of all such Calls shall
be answered by the Operator as soon as reasonably possible after the
15 second period.
3.4 BT shall correct faults which occur in the BT System which affect the
provision of the IDQ Service in accordance with BT's normal
engineering practices. For the avoidance of doubt, BT does not warrant
that the BT System is, or will be, free from faults.
3.5 Procedures for the provision by BT to the Operator of details of Calls
to the IDQ Service handled by IDQ Operators shall be as set out in
Annex B whereby BT shall pay refunds to the Operator. Refund
information shall be included in TIBS Billing Information and Refund
Report.
4. THE OPERATOR'S OBLIGATIONS
4.1 Where the Operator conveys a Call to access the IDQ Service it shall
hand over Calls to a BT Switch Connection at a BT DMSU in accordance
with the Annex A.
4.2 The Operator shall pay to BT for each Call to the IDQ Service the
appropriate charge specified from time to time in the Carrier Price
List.
4.3 The Operator shall correct faults which occur in the Operator System
which affect the provision of the IDQ Service in accordance with the
Operator's normal engineering practices. For the avoidance of doubt,
the Operator does not warrant that the Operator System is, or will be,
free from faults.
5. COMMENCEMENT & TERMINATION
5.1 BT shall provide the IDQ Service as detailed in this Schedule on the
later of the following:
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5.1.1 a date 3 months after the date this Schedule was incorporated into
the Agreement; or
5.1.2 the first Ready for Service Date; or
5.1.3 such other date as the Parties may agree in writing.
5.2 The Operator may terminate access to the IDQ Service provided under
this Schedule by giving 3 months written notice to BT.
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ANNEX C
SCHEDULE 124
EMERGENCY SERVICE
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix, unless
stated otherwise is to a paragraph or Appendix of this Schedule. Words
and expressions have the meaning given in Annex D, except as shown
below:
"CONNECT TO NUMBER" the telephone number of an Emergency
Organisation applicable to a Zone Code
supplied by the Operator to BT for Mobile
Emergency Calls;
"FIXED EMERGENCY CALL" an Emergency Call where the Calling Party is
using an Exchange Line connected to a fixed
Network Termination Point which has a
telephone number conforming to the UK national
numbering scheme and which permits BT to
ascertain the location of the Calling Party;
"MOBILE EMERGENCY CALL" an Emergency Call where the Calling Party is
using terminal apparatus which is mobile and
in respect of which, without a Zone Code, BT
would be unable to ascertain the approximate
location of the Calling Party;
"ZONE CODE" a code, agreed between the Parties, for
signalling and display to the BT Operator,
identifying the location of the radio station
conveying a Mobile Emergency Call from an
Operator Customer.
2. DESCRIPTION OF SERVICE
2.1 This Schedule gives details of the provision by BT to the Operator of
a service comprising the conveyance of Emergency Calls and the handing
over of such Calls to an Emergency Organisation. This service shall
only be available to be accessed by persons having a telephone number
conforming to the UK national numbering scheme.
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2.2 Where the Operator System does not hand over Mobile Emergency Calls to
the BT System the rights and obligations under this Schedule in
relation to Mobile Emergency Calls shall not apply.
2.3 The Emergency Service shall be provided in order to assist the
Operator to meet the obligation set out in the applicable Condition of
the Operator Licence. However, BT shall be under no obligation to
provide any Public Emergency Call Service (as defined in Condition 6
of the BT Licence) wider in scope or more onerous than that which BT
is obliged to provide to a BT Customer.
2.4 BT's obligation in respect of an Emergency Call is to convey it and
hand it over to an Emergency Organisation.
2.5 If BT makes a material change to the Emergency Service that BT
provides to its own Customers or BT wishes to offer to the Operator a
service based upon post codes, it shall give the Operator 6 months
notice of such change. The notice of such change shall be a review
notice in accordance with paragraph 19.1.3 of the main body of this
Agreement.
3. EMERGENCY SERVICES PLANNING
3.1 BT shall provide, not later than 30 Working Days after a request, maps
showing BT local exchange area boundaries for that part of the United
Kingdom from which the Operator System plans to convey Fixed Emergency
Calls or Mobile Emergency Calls. These maps will be available as
overlays to 1:50000 Ordnance Survey maps.
3.2 The Operator shall use the information supplied pursuant to paragraph
3.1 for the purposes of planning and routing Emergency Calls and for
no other purpose.
3.3 The initial Zone Codes and Connect To Numbers advised to BT by the
Operator are set out in Appendix 124.1.
3.4 The Operator shall order and BT shall provide the necessary Data
Management Amendments for Emergency Calls to be delivered to the
relevant Emergency Centres pursuant to the provisions set out in
Schedule 140.
4. BT'S OBLIGATIONS
4.1 BT shall, upon receipt of information from the Operator regarding new
or amended Zone Codes or Connect To Numbers, install that information
within the Emergency Centre database and confirm in writing to the
Operator the installation of that information.
4.2 Subject to the provision of this Schedule, BT shall where Emergency
Calls are handed over at agreed Points of Connection:
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4.2.1 convey Emergency Calls to an OCHC;
4.2.2 provide an onwards connect service to the relevant Emergency
Organisation via a BT Operator by means of two-way voice telephony;
and
4.2.3 liaise and co-operate with the Operator in resolving any problems that
may arise and assist the Emergency Organisations with requests for
call-trace in the event of failure of an Emergency Call.
4.3 BT shall convey Emergency Calls at all times and at the same standard
and quality of service as BT makes available to BT Customers making
Fixed Emergency Calls from within that locality.
4.4 BT shall, based upon the Zone Code and the Connect To Numbers related
to that Zone Code contained within the Emergency Centre database,
connect a Mobile Emergency Call to the Connect To Number on that
database shown for the Emergency Organisation requested by the
Operator Customer.
4.5 In the event that BT receives a Mobile Emergency Call with a Zone Code
that is not contained in the Emergency Centre database or that Zone
Code does not refer to a required Connect To Number, or the Mobile
Emergency Call does not contain all the required information, or the
information is incorrect or corrupted, BT shall use reasonable
endeavours to convey the Call to a telephone number for the
appropriate Emergency Organisation subject to the Operator providing
BT with the required information pursuant to paragraph 5.9 below.
4.6 BT shall correct faults which occur in the BT System which affect
Emergency Calls in accordance with BT's normal engineering practices.
For the avoidance of doubt, BT does not warrant that the BT System is,
or will be, free from faults.
4.7 The Operations and Maintenance Manual contains procedures for testing
the service set out in this Schedule.
4.8 BT shall provide training to BT Operators for the purpose of providing
services under this Schedule.
4.9 Where the Operator has reasonably required BT's assistance in replying
to enquiries and complaints in respect of Emergency Calls BT shall
investigate and report to the Operator and neither Party shall make a
charge.
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5. THE OPERATOR'S OBLIGATIONS
5.1 The Operator shall agree with Emergency Organisations the appropriate
local Emergency Organisation departments who shall receive and process
Mobile Emergency Calls from Calling Parties conveyed to them by BT.
5.2 The Operator shall allocate to each radio station within the Operator
System, which could convey a Mobile Emergency Call, a Zone Code and
agree the area covered by each Zone Code with the relevant Emergency
Organisations and provide to BT in the format set out in Appendix
124.1, for each Zone Code, at least one and where practicable up to
three Connect To Numbers for each applicable Emergency Organisation.
5.3 The Operator shall advise BT in writing of any variation to an
existing Zone Code or its associated Connect To Numbers, or any new
Zone Code or its Connect To Numbers in the format set out in Appendix
124.1 or such other format as may be agreed between the Parties in
writing from time to time.
5.4 Where the Operator delivers an Emergency Call to the BT System it
shall do so at an agreed BT Switch Connection at a BT DMSU in
accordance with Annex A and conform with the other requirements for
Emergency Calls set out in Annex A. Where BT requires that Mobile
Emergency Calls be delivered to another or to different BT Switch
Connections, BT shall give the Operator at least 6 months notice. The
notice shall specify the location of the additional or different BT
Switch Connection and the date by which the changes shall be
implemented by the Operator.
5.5 The Operator shall not convey to the BT System Emergency Calls before
the date agreed pursuant to paragraph 6.1.
5.6 The Operator shall convey to BT all Mobile Emergency Calls in the
format 999 II ABCD where:
999 identifies the Call as an Emergency Call; and
II is the Code notified to the Operator by BT which identifies the
Emergency Call as a Call from an Operator Customer; and
ABCD is the relevant Zone Code notified to BT by the Operator pursuant
to paragraph 5.2.
or such other digits as the Parties may agree in writing from time to
time.
5.7 The Operator shall convey Fixed Emergency Calls with the last clearing
party initiated release protocol set.
5.8 The Operator shall ensure that for Fixed Emergency Calls there is
adequate numbering discrimination within the Operator System to take
account of the relevant Emergency Organisation's geographic
boundaries.
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5.9 The Operator shall set up and maintain a 24 hour point of contact to
give operational assistance to BT in resolving any problems that may
arise with Emergency Calls and to assist the Emergency Organisations
with requests for information in respect of Operator Customers.
5.10 The Operator shall correct faults which occur in the Operator System
which affect Emergency Calls in accordance with the Operator's normal
engineering practices. For the avoidance of doubt, the Operator does
not warrant that the Operator System is, or will be, free from faults.
5.11 The Operator shall handle, process and reply to all enquiries and
complaints about Emergency Calls.
5.12 The Operator shall pay BT for the conveyance of each Emergency Call
the charge specified from time to time in the Carrier Price List.
5.13 The Operator shall pay to BT for BT Operator Training the sum
specified from time to time in the Carrier Price List for each of
Fixed Emergency Call service or Mobile Emergency Call service training
within 30 calendar days of the date agreed pursuant to paragraph 6.1
following confirmation by BT of completion of the work.
6. COMMENCEMENT & TERMINATION
6.1 The Operator may convey Emergency Calls to BT and BT shall convey
those Calls on the later of the following:
6.1.1 a date 6 months after the date this Schedule was incorporated
into the Agreement; or
6.1.2 the first Ready for Service Date; or
6.1.3 such other date as the Parties may agree in writing.
6.2 The Operator may terminate access to the Emergency Service provided
under this Schedule by giving 3 months written notice to BT.
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APPENDIX 124.1
ZONE CODE AND CONNECT TO NUMBER
INFORMATION PROVISION FORM
1. The Operator shall provide to BT information relating to Zone Codes
and Connect To Numbers in the following format or as otherwise amended
by BT and advised to the Operator in writing from time to time:
To: BT Mobile 999 Admin. Centre Fax: 01925 235017
From: (Name) _________________________________ the Operator Fax: ____________
Please implement the following changes to your 999 information.
Ref. No. ___________________
Date of change ____________________________________ Time of change ___________
Reason for change _____________________________________________________________
Information received from Emergency Organisation (date/time)_________/_________
Information sent to Admin. Centre (date/time)_________/_________
<TABLE>
<S> <C> <C> <C> <C> <C>
Changes Table BT use only
Country or Emergency Connect To Zones EDB+GIF Lists Change
Area Authority Numbers in Affected Change
format (P)
(number) (Q)
Continued on following sheet (delete if not applicable)
</TABLE>
Information received by (name/date/time) _______________/____________/_________
Information sent to (date/time) _______________/______________________
Information received by / /
Information received by (name/date/time) _______________/____________/_________
EDB, GIF and/or lists amended by / / / /
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2. The form described in the immediately preceding paragraph shall
include operational guidance notes which shall be as set down below or
as amended by BT and advised to the Operator in writing from time to
time:
REFERENCE NUMBERS These must run consecutively starting from 1.
DATE AND TIME OF CHANGE These should be within the period Monday to Friday,
08.30 - 16.30. 3 Working Days notice of any required
change must be given.
REASON FOR CHANGE Give brief description only e.g. "New Zone Code".
CHANGES TABLE For every change there must be an entry in all of the
first four columns.
COUNTY OR AREA Give name of county or area involved.
EMERGENCY ORGANISATION State whether it is Fire, Police, Ambulance or
Coastguard, with the official name of the Emergency
Organisation in brackets e.g. "Police (Northern
Constabulary)".
ZONE AFFECTED Provide in the format 3123.
CONNECT TO NUMBERS You must show the number in the format (P) 01987
654321 (Q). The prefix letter must be (P), (S), (A) or
(E) for primary, secondary, alternative or evacuation
numbers respectively. The suffix letter must be either
(Q) for a queuing system or (N) if there is none. If
it is a Connect To Number change, only those Connect
To Numbers that have changed should be included. If
there is a new Zone Code or the County or Emergency
Organisation for a particular Zone Code is changing,
then all relevant Connect To Numbers should be shown.
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ANNEX C
SCHEDULE 126
RADIOTELEPHONE CALLS
1. DEFINITIONS
1.1 In this Schedule a reference to a paragraph or Appendix, unless stated
otherwise, is to a paragraph or Appendix of this Schedule. Words and
expressions have the meaning given in Annex D except as shown below:
"BT RADIO OFFICER" a BT radio officer who sets up the
Radiotelephone Service;
"RADIOTELEPHONE CALL" a Call set up by a BT Radio Officer from the
Calling Party to the relevant ship using the
Radiotelephone Service;
"RADIOTELEPHONE REQUEST CALL" a Call handed over by the Operator to BT on
such BT Freefone 0800 number as BT shall advise
from time to time, whereby the Calling Party
requests the BT Radio Officer to set up a
Radiotelephone Call;
"RADIOTELEPHONE SERVICE" telephone Calls (including related services)
transmitted by wireless telegraphy from a BT
wireless telegraphy station to a ship.
2. DESCRIPTION OF SERVICE
2.1 Subject to the provision of this Schedule, BT shall convey
Radiotelephone Request Calls handed over from the Operator System to a
BT Radio Officer.
2.2 Radiotelephone Request Calls shall be included in the Traffic Forecast
in accordance with Annex A.
2.3 On receipt of a Radiotelephone Request Call, the BT Radio Officer
shall request the Calling Party to provide its telephone number and
details of the destination ship.
2.4 The BT Radio Officer shall attempt to contact the relevant ship and,
if successful, shall telephone the Calling Party and set up a
Radiotelephone Call.
2.5 Radiotelephone Calls shall be available to a Calling Party whose
telephone number conforms to the UK national numbering scheme.
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2.6 If BT makes a material change to the Radiotelephone Service that BT
provides to its own Customers, it shall give the Operator 6 months
notice of such change. The notice of such change shall be a review
notice in accordance with paragraph 19.1.3 of the main body of this
Agreement.
3. ROUTING
3.1 Where the Operator conveys Radiotelephone Request Calls it shall
deliver the Calls to a BT Switch Connection at a BT DMSU, in
accordance with Annex A, which is as near as reasonably practicable to
the geographical location from which the Call originated or at such
other BT Switch Connection as may be agreed in writing.
4. SERVICE QUALITY
4.1 BT shall convey Radiotelephone Request Calls handed over from the
Operator System and Radiotelephone Calls at the same standard and
quality of service as Calls made by BT Customers making such Calls in
that locality.
4.2 BT shall correct faults which occur in the BT System which affect the
conveyance of Radiotelephone Request Calls and Radiotelephone Calls in
accordance with BT's normal engineering practices. For the avoidance
of doubt, BT does not warrant that the BT System is, or will be, free
from faults.
4.3 The Operator shall correct faults which occur in the Operator System
which affect the conveyance of Radiotelephone Request Calls and
Radiotelephone Calls in accordance with the Operator's normal
engineering practices. For the avoidance of doubt, the Operator does
not warrant that the Operator System is, or will be, free from faults.
5. DURATION
5.1 BT may terminate the provision of a Radiotelephone Service to the
Operator if BT ceases to provide Radiotelephone Calls for BT
Customers.
5.2 The Operator may terminate access to the Radiotelephone Services under
this Schedule by giving three months written notice to BT.
6. CHARGING
6.1 The Operator shall pay to BT for each Radiotelephone Call the
appropriate charge specified from time to time in the Carrier Price
List. There is a minimum charge equivalent to a three minute
Radiotelephone Call. For Radiotelephone Calls greater than three
minutes, the duration is rounded up to the next whole minute.
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6.2 Where the BT Radio Officer telephones the Calling Party pursuant to
paragraph 2.4, the Operator shall release BT from any payment to the
Operator for such Call.
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ANNEX C
SCHEDULE 130
CUSTOMER SITED INTERCONNECT
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix, unless
stated otherwise, is to a paragraph or Appendix of this Schedule.
Words and expressions have the meaning given in Annex D, except as
shown below:
"2 MBIT/S CSI INTERCONNECT LINK" a portion of an Interconnect Link comprising a
2 Mbit/s Path, an Intrabuilding Link located
at the BT Switch Connection, and, as
appropriate, a Signalling Link;
"2 MBIT/S PATH" the transmission layer (comprising the
Multiplexors, LTE and a Line) between the
2.048Mbit/s G703 interfaces of the Multiplexor
located at the Operator building (housing the
Point of Connection) and the Multiplexor
located at the BT Switch Connection;
"LINE" the transmission medium between the two LTE's
forming part of the 2Mbit/s Path.
2. DESCRIPTION OF SERVICE
2.1 This Schedule applies to the provision of Customer Sited Interconnect
("CSI") by BT, at the Operator's request, by the Operator ordering CSI
in units of single 2Mbit/s CSI Interconnect Link.
2.2 Each 2Mbit/s CSI Interconnect Link contains not more than 30 traffic
circuits and may, if required, contain a Signalling Link. A 2Mbit/s
CSI Interconnect Link is a component of a Traffic Route and a Traffic
Stream.
2.3 Unless otherwise agreed, a 2Mbit/s CSI Interconnect Link may convey
Traffic Types of both Parties.
3. PROVISION OF SERVICE
3.1 The Operator shall provide at its expense at the Operator building
housing the Point of Connection, suitable accommodation for the BT
equipment at the agreed Point of Connection.
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3.2 Subject to the provisions of this Schedule, BT shall provide the
2Mbit/s Path and the Intrabuilding Link which form part of the
Interconnect Link.
3.3 The Operator shall provide BT with access to the BT equipment at the
Point of Connection at reasonable times for provision and or
maintenance of 2Mbit/s CSI Interconnect Links. If consent is required
from a Third Party, the Operator shall procure such consent. BT
undertakes not to damage or destroy equipment forming part of the
Operator System whilst providing or maintaining 2Mbit/s CSI
Interconnect Links. If such damage or destruction does occur then,
subject to the provisions of the main body of the Agreement, BT shall
pay the reasonable cost of repair or replacement of such equipment,
fair wear and tear excepted.
3.4 Subject to BT obtaining all necessary consents, BT shall provide
2Mbit/s Paths by optical fibre. If BT is unable to obtain such
consents BT, after notifying the Operator in writing, may:
3.4.1 suspend its obligations under the relevant order until such time as
the necessary consents are obtained; and/or
3.4.2 notify the Operator that, subject to the payment of additional charges
(if any), BT shall provide (as a temporary or permanent measure) that
2 Mbit/s Path by radio.
3.5 If pursuant to paragraph 3.4.2 the Operator notifies BT that the
Operator does not accept provision by the use of radio, BT's
obligation to provide that CSI 2Mbit/s Interconnect Link shall be
suspended until such time as the necessary consents are obtained.
3.6 If BT notifies the Operator of its intention to suspend its obligation
to provide a CSI 2Mbit/s Interconnect Link in accordance with this
paragraph:-
3.6.1 BT shall, if practicable, inform the Operator of the date when BT
reasonably expects the necessary consents to be available; and
3.6.2 the Operator may notify BT in writing of the cancellation of the order
for that CSI 2Mbit/s Interconnect Link without the pre-payment
provisions of Annex A being invoked.
3.7 If pursuant to paragraph 3.4.2 the Operator notifies BT that the
Operator accepts provision by the use of radio, BT shall so provide
the 2Mbit/s Path, provided that all necessary consents are obtained.
3.8 If a 2Mbit/s Path has been provided by radio, BT at its cost, may, at
its discretion, provide in substitution a 2Mbit/s Path by optical
fibre.
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3.9 If the BT equipment at the Point of Connection requires a continuous
mains electricity supply and electricity connection points, they shall
be supplied, where specified by BT, by the Operator at its expense.
Such electricity shall be available at the same level of supply,
protection and continuity as that available to the Operator equipment.
3.10 Forecasting, provisioning, routing principles and test procedures are
specified in Annex A.
3.11 The Operator shall provide and maintain, at its expense, the portion
of the Interconnect Link from the Point of Connection to the Operator
Switch Connection.
3.12 The Operator shall be solely responsible for any loss, theft or
destruction of, or damage (reasonable wear and tear excepted) to BT
equipment in the accommodation housing the agreed Point of Connection,
howsoever caused (unless caused by BT or its agents), occurring at any
time while such BT equipment is so located.
3.13 BT shall provide and maintain the 2Mbit/s Path to engineering
standards, (including diversity) not less than those used by BT to
provide its BT 2Mbit/s digital wide band service to BT Customers.
4. SIGNALLING
4.1 When ordering, for the first time, a 2Mbit/s CSI Interconnect Link
between a specific BT Switch Connection and a specific Operator Switch
Connection the Operator shall order a Signalling Link Set and specify
the Route Type(s) required. Where the BT Switch Connection is at a BT
ISC and the Operator has an Interconnect Link to another BT ISC, the
Parties may agree to a single Signalling Link Set being used to
support Interconnect Links to two BT ISCs.
4.2 The Operator shall order an additional Signalling Link Set if the
total number of 2Mbit/s CSI Interconnect Links between the same Switch
Connections exceed 40 or multiples of 40.
4.3 An order for a Signalling Link Set shall include an order for two
2Mbit/s CSI Interconnect Links.
5. ROUTE TYPES
5.1 Each Traffic Route is provided with a Route Type. Where a Party orders
an additional Route Type it shall specify the required Traffic Type.
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6. REARRANGEMENTS
6.1 The Operator may request, in accordance with Annex A, the
rearrangement of Intrabuilding Links on the Operator's side of the
Point of Connection, or, in the building housing the BT Switch
Connection. A change necessitating a 2Mbit/s Path being moved from one
building to another building is the termination of, and the provision
of a new 2Mbit/s CSI Interconnect Link.
7. CHARGES
7.1 Subject to the provisions of this paragraph 7, for each 2Mbit/s CSI
Interconnect Link, each Signalling Link Set and Route Type ordered by
the Operator, the Operator shall pay to BT the connection and rental
charges specified from time to time, in the Carrier Price List.
7.2 An Intrabuilding Link charge applies to each order for a 2Mbit/s CSI
Interconnect Link. If an Intrabuilding Link contains a Signalling Link
which supports unidirectional traffic the charge for that
Intrabuilding Link is included in the Signalling Link Set charge.
7.3 There are two different Signalling Link Set charges in respect of
Customer Sited Interconnect, namely, a charge for such a Link
conveying unidirectional traffic (including, notwithstanding such
Calls being conveyed in the opposite direction, Indirect Access Calls)
and a charge for such a Link carrying bothway traffic.
7.4 The Signalling Link Set charge includes one single Route Type. Charges
for additional Route Types are payable as specified from time to time
in the Carrier Price List.
7.5 Charges for re-arrangements, pursuant to paragraph 6.1, are payable as
specified, from time to time, in the Carrier Price List.
7.6 BT shall apply its retail terms and conditions for the provision by BT
of ducting required for CSI. The Operator shall pay to BT duct charges
specified from time to time in the BT Retail Price List for
"Megastream Charges" - "Ancillary Charges".
7.7 The Operator shall pay the relevant connection charges specified from
time to time in the Carrier Price List for each provided 2Mbit/s CSI
Interconnect Link.
7.8 Where initial interconnection is provided by means of Customer Sited
Interconnect:
7.8.1 Until the sooner of the next Quarter Day after a period of six months
from the launch of the Operators initial commercial service utilising
Interconnect Links, or nine months after the provision of the first
2Mbit/s CSI Interconnect Link, the Operator shall, unless otherwise
agreed in writing,
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pay rental for 2Mbit/s CSI Interconnect Links in accordance with the
following formula:
Rp = Rt
--
2
Where:
Rp is the rental payable
Rt is the sum of all 2Mbit/s CSI Interconnect Link rental
calculated from the relevant charges specified from time
to time in the Carrier Price List.
7.8.2 After the period referred to in the preceding paragraph, or such other
date as the Parties may agree in writing, the Operator shall pay
rental for 2Mbit/s CSI Interconnect Links in accordance with the
following formula:
Rp = Rt x Co
--
Ct
Where:
Rp is the rental payable
Rt is the sum of each and every 2Mbit/s CSI Interconnect
Link rental calculated from the relevant charges
specified from time to time in the Carrier Price List;
and, taken from the relevant Interconnect Usage Reports of the first
three months of the period of four months preceding the due rental
date:
Co is the total Call minutes for Calls conveyed from the
Operator to BT (but including Indirect Access Calls
conveyed to the Operator and such other Call types as
may be agreed)
Ct is the total Call minutes between the
Parties.
7.8.3 Following the submission of the first bill pursuant to paragraph 7.8.2
the calculation pursuant to that paragraph shall be applied to the
preceding period for which the calculation in paragraph 7.8.1 applied,
and any over or under payment by Operator shall be rectified by
adjustment of the next following invoice for 2Mbit/s CSI Interconnect
Links.
7.9 Where interconnection between the Parties exists prior to the
provision of Customer Sited Interconnect, the rental for 2Mbit/s CSI
Interconnect Links shall be calculated in accordance with the formula
set down in paragraph 7.8.2.
7.10 A connection charge payable pursuant to this Schedule shall be that
applicable, from time to time, at the time of placement of the order.
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7.11 A rental charge payable pursuant to this Schedule shall be the then
current rental charge for the relevant rental period or portion
thereof, which shall be the due date referred to in paragraph 7.12.
7.12 Connection and rental charges shall be due on the later of:
7.12.1 the date for the commencement of service of that 2 Mbit/s
CSI Interconnect Link specified by the Operator in the relevant
order, or
7.12.2 the date which is the earlier of the relevant Ready for Service Date
or 30 days after the relevant Ready for Test Date.
Rental charges shall be payable in accordance with the periodicity
specified in the Carrier Price List.
7.13 In addition to the charges specified from time to time in the Carrier
Price List, each Party shall, if applicable, make the additional
payments specified in Appendix C of Annex A.
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ANNEX C
SCHEDULE 140
DATA MANAGEMENT AMENDMENTS
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix, unless
stated otherwise, is to a paragraph or Appendix of this Schedule.
Words and expressions have the meaning given in Annex D, except as
shown below:
"BT ADMINISTRATIVE ZONE" a separate administrative unit managing
a portion of the BT System;
"BT CHARGE BAND" for each BT Switch, a group of Call
destinations for which the same BT
retail charge (as specified in the BT
Retail Price List) applies;
"DATA MANAGEMENT AMENDMENT" such reconfiguration of the BT System
as is necessary for access, routing
and charging of Calls.
2. DESCRIPTION OF SERVICE
2.1 This Schedule applies to Data Management Amendments made pursuant to
the Operator's request.
2.2 New Numbering Requirements.
2.2.1 The data changes on a BT Switch necessary for BT, using current BT
Charge Bands, to set up Traffic Streams for Number Ranges and Access
Codes, which changes apply to:
(a) a new AFN;
(b) a new NNG;
(c) discrimination of a single D digit, or DE digit on a new NNG;
(d) discrimination of more than one D digit or DE digit on a new NNG;
(e) a new Access Code;
(f) a new Operator Free Phone NNG.
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2.3 Traffic Stream Changes On A BT Switch.
2.3.1 The data changes on a BT Switch necessary for BT to alter the
destination of an existing Traffic Stream, which changes apply to an:
(a) AFN;
(b) NNG;
(c) NNG with routing discrimination down to one or more D digit
combinations;
(d) NNG with routing discrimination down to one or more DE digit
combinations;
(e) Access Code;
(f) Operator Free Phone 0800 and an Operator Free Phone NNG.
2.4 Changes To BT Charge Band Allocation.
2.4.1. The data changes on a BT Switch made necessary because of a change at
the Operator's request to the payments payable by the Parties under a
relevant Schedule, for BT to relocate the Number Ranges from an
allocated BT Charge Band to another current BT Charge Band, which
changes apply to:
(a) NNGs;
(b) NNGs with charging discrimination down to one or more D digit
combinations;
(c) NNGs with charging discrimination down to one or more DE digits
combinations.
2.5 Differential D Digit Charging Discrimination.
2.5.1 The data changes on a BT Switch necessary to expand an existing NNG to
an NNG with charging discrimination to a maximum of two D digits.
2.6 Other Data Management Amendments.
2.6.1 Subject to the provisions of this Agreement, BT shall install
necessary changes (including data changes) for BT to:
(a) route Emergency Calls to appropriate Emergency Centres;
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(b) make such changes at BT Public Call Boxes or BT Temporary Call
Boxes (each as defined in Condition 11 of the BT Licence) to
enable Operator Free Phone Calls to be made from such Call Boxes.
3. QUOTATION FOR SERVICE
3.1 The Operator shall submit to BT a written request for a quotation for
Data Management Amendments in relation to services to be provided
under a Schedule of this Agreement and with such request provide to BT
in writing the information reasonably necessary to enable BT to
produce an implementation programme.
3.2 Save for the changes under paragraph 2.6.1(b):
3.2.1 if a quotation is for a type of Data Management Amendment set out in
paragraphs 2.2, 2.4 or 2.5 and is for implementation by BT over the
whole geographic area covered by the BT System, BT shall provide such
quotation not later than 10 Working Days; or
3.2.2 in all other cases, as soon as reasonably practicable, BT shall
provide a written quotation and implementation programme both of which
shall be provided not later than 20 Working Days;
from receipt of the Operator's request for a quotation.
3.3 A quotation shall remain valid for six months from the date of issue
of the relevant quotation.
3.4 BT shall compile the quotation on the basis of the minimum cost of the
Operator that is consistent with good engineering practice in
executing work in the BT System.
3.5 For Data Management Amendments:
(a) for changes pursuant to 2.6.1(b) the implementation programme
and price shall be subject to the Parties' written agreement;
and
(b) associated with Access Codes, BT may advise the Operator, as
soon as reasonably practicable and in any event not later than
the time of the provision of the implementation programme, that
the implementation programme may be in excess of 40 Working Days;
and if the implementation programme is in excess of 40 Working Days
the implementation programme shall be subject to the Parties' written
agreement.
3.6 If BT is late in providing a written quotation and implementation
programme pursuant to paragraph 3.2 and the Operator immediately
places
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an order for such pursuant to paragraph 4, BT shall complete the
implementation programme within the time periods specified in
paragraph 4.3 less the number of days that it was late in providing
the relevant quotation and implementation programme.
4. ORDER AND IMPLEMENTATION PROCESS
4.1 Not later than six months from the date of a quotation, the Operator
may place on BT a written order accepting the quotation. Such order
shall specify the required date of completion of the implementation
programme, subject to such completion date being:
4.1.1 not less than 40 Working Days from the date of receipt of the order by
BT; and
4.1.2 not more than 40 Working Days after the validity period of the
relevant quotation.
4.2 As soon as practical and not later than two Working Days from the date
of BT's receipt, BT shall give written acknowledgement of receipt of
the order. BT shall proceed with the implementation programme for the
Data Management Amendment provided that:
4.2.1 the Operator and BT have agreed in writing the Schedule(s) for
service(s) or, the service is launched pursuant to paragraph 8 of the
main body of the Agreement to which such Data Management Amendment
order relates;
4.2.2 the Operator has given written confirmation to BT that the Number
Ranges have been reserved and allocated to the Operator by the
Director General for use by the Operator or the Operator provides to
BT written authority, from the Third Party Operator to whom the Number
Range has been allocated, to carry out the requested Data Management
Amendment;
4.2.3 the Operator and BT have agreed such Operator test facilities as BT
may reasonably require and the Operator has provided such test
facilities (including, without limitation, such number of test lines
and appropriate tone/announcement) by the time of commencement by BT
of the implementation programme;
4.2.4 the order form has been completed by the Operator;
and sufficient Capacity (for testing by BT of the Data Management
Amendment) is ready for service or has been ordered by the Operator
with a Ready For Service Date being prior to the commencement date of
the implementation programme by BT.
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4.3 Except for those Data Management Amendments specified in paragraphs
2.6.1(b) and 3.5(b) and subject to paragraphs 4.1, 4.2 and 4.4, BT
shall complete the implementation programme for the Data Management
Amendments not more than 40 Working Days from the date of receipt by
BT of the relevant order, or, if later, the required date for
completion specified in the relevant order.
4.4 Completion by BT of the implementation programme is subject to the
ongoing availability of sufficient Operator test facilities.
4.5 If the provisions of paragraphs 4.2 and 4.4 are not met, BT may
suspend the implementation programme and shall advise the Operator
that work shall not recommence until:
4.5.1 the Operator gives written confirmation to BT that the provisions of
paragraphs 4.2 and/or 4.4 (as the case may be) have been met; and
4.5.2 the Parties agree any amendments to the implementation programme and
revisions (if any) to the Data Management Amendment charges, such
agreement not to be unreasonably withheld or delayed;
and if work does not recommence within 60 Working Days, the Data
Management Amendment order (subject to BT giving not less than 60
Working Days notice) shall be deemed a cancellation by the Operator
and the date of suspension by BT shall be the date used to calculate
the number of Working Days in calculating the charges payable by the
Operator pursuant to paragraph 5.3.
4.6 A revision to the implementation programme in accordance with
paragraph 4.5 may result in the implementation period being extended
to such period as is greater than 40 Working Days plus the period of
delay.
4.7 On completion of the implementation programme, BT shall give written
confirmation to the Operator of full implementation of the Data
Management Amendment order.
4.8 A reference in this Schedule to a matter being agreed between Parties
means such agreement not to be unreasonably withheld or delayed. If
agreement between the Parties is not reached pursuant to paragraphs
3.5 and 4.2 either Party may notify the other in writing of a Dispute.
5. CHARGING
5.1 The quotation for each type of Data Management Amendment requested by
the Operator pursuant to paragraph 2 (excluding those in paragraph
2.6.1(b)) shall be set out and calculated as the sum of the charges
for the following components:
(a) fixed charge; plus
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(b) zone charge multiplied by the number of affected BT
Administrative Zones; plus
(c) processor charge for each affected BT Exchange type multiplied
by the number of such affected BT Exchanges.
The above component charges, for each type of Data Management
Amendment, shall be specified from time to time in the Carrier Price
List.
5.2 For implementation by BT of a Data Management Amendment order, the
Operator shall pay the charges quoted by BT and payment shall be due
on the earlier of:
5.2.1 BT giving writing confirmation to the Operator of the full
implementation of the Data Management Amendment order; or
5.2.2 if the order has been subject to suspension pursuant to paragraph 4.5,
the original required date for the completion of the work as specified
in the original order.
5.3 If, prior to notification by BT to the Operator pursuant to paragraph
4.7, the Operator (a) requests a material alteration to the
implementation programme, or (b) cancels the order, within the time
periods set out below, the Operator shall pay to BT the charges set
out opposite such time periods, being the charges specified in the
relevant quotation for that order:
NUMBER OF WORKING DAYS PRIOR
TO THE REQUIRED DATE FOR THE
COMPLETION OF THE CHARGE
IMPLEMENTATION PROGRAMME
20 or more fixed charge
19 - 10 fixed and zone charges
9 - 0 fixed, zone and processor charges
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ANNEX C
SCHEDULE 150
ENTRIES IN BT'S NUMBER INFORMATION SYSTEM (NIS) AND PHONE BOOKS
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix, unless
stated otherwise is to a paragraph or Appendix of this Schedule. Words
and expressions have the meaning given in Annex D, except as shown
below:
"BT DAS DATABASE" the BT database in machine-readable form of names,
addresses and telephone numbers used by BT for the
purpose of providing, by means of the BT System, a
Directory Information Service;
"BT NIS DATABASE" the BT database containing information (including
without limitation, names, address and telephone
numbers) relating to BT Customers and customers of
certain Third Party Operators;
"BT PHONE BASE" the BT database containing entries from time to time
available for the alphabetical section of BT Phone
Books;
"BT PHONE BOOK" an unclassified printed telephone directory, published
by BT, relating to a particular geographical area and
containing, in alphabetical order, the names, addresses
and telephone numbers of BT Customers and certain
customers of Third Party Operators;
"BT PHONE DISK" a BT compact disc containing entries from time to time
available for the alphabetical section of BT Phone
Books;
"DIRECTORY INFORMATION a service as defined in Section 4(3) of the
SERVICE" Act;
"NIS INFORMATION" data, relevant part of Operator Customer Information
included in the BT NIS Database in accordance with
Operator instructions and the practice applicable to BT
Customers;
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"OPERATOR CUSTOMER INFORMATION" information provided by the Operator relating
to a person having a telephone number
allocated in accordance with the UK national
numbering scheme. The expression shall also
include information relating to the Operator
in respect of those telephone numbers which
the Operator has allocated for its own use;
"OPERATOR EX-DIRECTORY Operator Customer Information in respect of
INFORMATION" which the Operator notifies BT in writing that
the telephone number is not to be disclosed;
"PHONE BOOK INFORMATION" data, being part of Operator Customer
Information for inclusion in a BT Phone Book,
in accordance with the Operators instructions
and with the practice applicable to BT
Customers.
2. DESCRIPTION OF SERVICE
2.1 This Schedule gives details of the provision by BT to the Operator of
services whereby BT includes NIS Information on the BT NIS Database
and Phone Book Information in BT Phone Books, BT Phone Base and BT
Phone Disk
2.2 If BT wishes to make a material change to the services set out in this
Schedule, it shall give the Operator 6 months notice of such change.
The notice of such change shall be a review notice in accordance with
paragraph 19.1.3 of the main body of this Agreement.
3. INCLUSION OF OPERATOR CUSTOMER INFORMATION ON BT'S NIS DATABASE
3.1 The Operator shall:
3.1.1 supply to BT forecasts to enable BT to plan to meet its obligations
under this Schedule. These forecasts shall include details of the
number of new and additional entries, and of amendments and cessations
of information previously included on the BT NIS Database. The
forecasts shall initially be supplied before the date upon which the
Operator wishes the service to commence and be for 2 years broken down
quarterly. These forecasts shall be up-dated at least once a year;
3.1.2 where the Operator provides Operator Customer Information in written
form, deliver the Operator Customer Information to BT in the agreed
format recorded in the NIS Manual;
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3.1.3 where the Operator provides Operator Customer Information on
computer disk or by electronic data interchange, give BT two weeks'
written notice of the date on which delivery shall commence and
deliver the Operator Customer Information in the agreed format
recorded in the NIS Manual;
3.1.4 deliver collations of Operator Customer Information to BT on a daily
or weekly basis as agreed between the Parties and shall use reasonable
endeavours to ensure that the Operator Customer Information is
accurate and complete and that Operator Ex-Directory Information is
clearly marked as such;
3.1.5 before passing Operator Customer Information to BT, obtain any
consents deemed necessary by the Operator or ensure that such consents
have been obtained, including those required under the Data Protection
Act 1984 so that BT may treat that information in the same way as it
treats information regarding BT Customers held in the BT NIS Database;
3.1.6 nominate members of its staff, and telephone numbers to contact such
staff, in sufficient numbers as BT may reasonably require as contact
points to provide assistance to facilitate the inclusion of Operator
Customer Information onto the BT NIS Database;
3.1.7 pay the appropriate charges in respect of Operator Customer
Information included on the BT NIS Database as specified from time to
time in the Carrier Price List. The holding charge is payable per
year, and payment is due on the next Quarter Day following the date of
entry of the particular Customer Information into the BT NIS Database
and yearly thereafter. For this purpose the Quarter Days are 1
January, 1 April, 1 July and 1 October. This charge is payable each
year until deletion of the Customer Information;
3.1.8 The charges for additions and amendments will become due on the next
Quarter Day.
3.2 BT shall use reasonable endeavours to include Operator Customer
Information on the BT NIS Database within 2 Working Days from receipt
of the Operator Customer Information and then make the Operator
Customer Information available on the BT DAS Database, BT Phone Base
and BT Phone Disk in the same timescale as BT makes similar
information available relating to BT Customers.
3.3 Where any Operator Customer Information cannot be processed because
that information is inaccurate or incomplete, BT will reject that
information and inform the Operator within two Working Days. BT shall
be under no obligation to enter rejected information on the BT NIS
Database.
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4. EXCEPTIONAL CIRCUMSTANCES
4.1 Where there is an established base of Operator Customer Information
which is to be included in the BT NIS Database, the Parties will agree
a timescale of entry of this Operator Customer Information. BT will
use reasonable endeavours to meet this timescale and the Operator
releases BT from the obligations set out in paragraph 3.2.
4.2 Where the Operator provides more Operator Customer Information than it
has forecast, BT will use reasonable endeavours to enter this
information in BT NIS Database but shall be released from the
obligation set out in paragraph 3.2. In this circumstance, BT will
invite the Operator to re-forecast further requirements and to
indicate the order in which BT should process the Operator Customer
Information.
5. BT PHONE BOOKS
5.1 Except where the Operator has asked BT to delete Operator Customer
Information, BT shall use reasonable endeavours to include in the next
and subsequent editions of the BT Phone Book specified in the Operator
Customer Information, Phone Book Information selected from NIS
Information included on the BT NIS Database in accordance with
paragraph 3.2 (other than that clearly marked by the Operator as
Operator Ex-Directory Information or as information that is not to be
included in BT Phone Books).
5.2 Entries in the BT Phone Books, including additional and special
directory entries, will be available in the same styles and formats as
are available to BT Customers.
5.3 BT shall not be obliged to produce any special or additional notice or
edition of any BT Phone Book in order to perform its obligations under
this paragraph 5. Each BT Phone Book will acknowledge, where
applicable, that it contains numbers of customers of Third Party
Operators other than BT. BT shall not be obliged to correct any error
or omission arising in connection with any entry of Operator Customer
Information or any other entry in any BT Phone Book. However BT shall
endeavour to correct errors or omissions notified to BT by the
Operator in subsequent editions of the BT Phone Book.
5.4 The choice of name and format for BT Phone Books shall at all times
remain within BT's sole discretion.
5.5 In addition to any other charges set out in the Schedule, the Operator
shall pay the appropriate charges for entries in BT Phone Books. The
rates to be paid by the Operator for the inclusion of additional
entries, and entries using bold or superbold typefaces, for entries
relating to Operator Customer Information in BT Phone Books shall be
an annual payment per edition of a BT Phone Book in which an entry is
to be included, and this will be four
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times the quarterly rental as published from time to time in the BT
Retail Price List for similar entries and will become due on the next
Quarter Day and annually thereafter.
6. USE OF OPERATOR CUSTOMER INFORMATION
6.1 BT shall protect and be entitled to use Operator Customer Information
in all respects in the same manner as BT Customer information
contained in the BT NIS Database.
6.2 At the request of the police only, a BT Operator may ask a person
whose telephone number is classified as Operator Ex-Directory
Information if the person will accept a Call from the police.
6.3 BT shall be entitled to use, copy, modify, merge, re-sell, licence the
use of, transfer or publish all information contained on the BT NIS
Database and Phone Book Information (including entries based upon
Operator Customer Information other than Operator Ex-Directory
Information), which shall include publication by BT of any classified
or unclassified directory provided that BT shall not use Operator
Customer Information separately from the generality of information on
the BT NIS Database or Phone Book Information.
6.4 BT shall be entitled to permit Third Party Operators in the United
Kingdom and operators of Authorised Overseas Systems to access the BT
DAS Database or the information contained therein for the purpose of
providing Directory Information Services or telephone number
information, respectively.
7. COMMENCEMENT AND TERMINATION
7.1 BT shall provide service under this Schedule on and from the later of:
7.1.1 a date one month after the date this Schedule was incorporated into
the Agreement; or
7.1.2 such other date as the Parties may agree in writing.
7.2 The Operator may terminate the services provided under this Schedule
by giving 3 months written notice to BT.
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ANNEX C
SCHEDULE 152
SUPPLY OF BT PHONE BOOKS
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix, unless
stated otherwise is to a paragraph or Appendix of this Schedule. Words
and expressions have the meaning given in Annex D, except as shown
below:
"BT PHONE BOOK" one of BT's unclassified printed telephone
directories relating to a particular
geographical area and containing, in
alphabetical order, the names, addresses and
telephone numbers of BT Customers and
customers of Third Party Operators.
2. DESCRIPTION OF SERVICE
2.1 This Schedule gives details of the supply of paperback versions of BT
Phone Books to the Operator. In this Schedule, the London-wide
Residential Phone Book shall count as two BT Phone Books for charging
and delivery purposes.
3. SUPPLY OF BT PHONE BOOKS AT ANY TIME
3.1 BT shall supply BT Phone Books to the Operator following receipt of a
written order in the agreed format recorded in the Phone Books Manual.
The BT Phone Books shall be delivered to a single address within the
United Kingdom specified by the Operator.
3.2 The charge for supply of BT Phone Books as provided for in paragraph
3.1 will be the price specified from time to time in the Carrier Price
List and where applicable, be subject to the discounts set out therein
where the BT Phone Books are delivered together against a single order
to a single address. BT shall invoice the Operator following delivery
of the BT Phone Books.
4. SUPPLY OF BT PHONE BOOKS AT A SCHEDULED PRINT DATE
4.1 BT shall provide to the Operator at approximately quarterly intervals,
a list of the dates on which production of new or reprinted BT Phone
Books will be completed during the subsequent twelve months. Where the
Operator provides to BT a written order for more than 1000 of the same
edition of BT Phone Books in the agreed format at least three months
before the dates on
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which production of new or reprinted BT Phone Books will be completed,
BT shall:
4.1.1 accept the order subject to payment of a order charge specified
from time to time in the Carrier Price List;
4.1.2 give the Operator the option of having the BT Phone Book put into a
coloured wrapper without any of the loose inserts which BT would have
packed with the BT Phone Book;
4.1.3 deliver the BT Phone Books to the Operator at a single address in the
United Kingdom subject to the Operator's agreement to pay the Delivery
Charges specified from time to time in the Carrier Price List. Where
the order is for more than 10,000 BT Phone Books, BT shall provide a
quotation for delivery upon request;
4.1.4 permit the Operator to collect the ordered BT Phone Books from BT's
printing contractor subject to the Operator collecting the BT Phone
Books on the day following the day when production is completed. In
the event that the Operator fails to so collect the BT Phone Books, BT
shall be entitled to charge the Operator reasonable sums for the
removal and storage of the BT Phone Books.
4.2 If the Operator does not exercise the options set out in paragraph
4.1.2 to 4.1.4 and orders in excess of 1000 BT Phone Books for
delivery, BT shall, at the Operator's request, arrange for the
delivery of the BT Phone Books to those persons specified by the
Operator, providing that the BT Phone Book concerned is one that BT
distributes automatically to BT Customers in the same geographical
area. The Operator shall:
4.2.1 provide an estimate of the number of addresses for which delivery is
required, at least three months before the completion of the
production of the BT Phone Books;
4.2.2 provide details of the names, full postal addresses, including
postcodes and number of BT Phone Books to be delivered for each
delivery address at least six weeks before completion of production
(except for delivery of the London Business and Services Phone Book
where details shall be provided to BT ten weeks before the completion
of production). The details shall be supplied in the agreed written
format or the agreed format on computer disk which is recorded in the
Phone Books Manual.
4.3 BT shall procure that its delivery contractor provides the same
delivery service to those persons specified by the Operator as it
provides to BT Customers in that locality.
4.4 Where the Operator has ordered more BT Phone Books than are required
for delivery the Operator will provide an address in the United
Kingdom for
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delivery of the balance of BT Phone Books. Where this address is in
the delivery area for the BT Phone Books that are to be delivered on
the Operator's behalf, then BT shall arrange for the delivery of the
balance to be free of any additional delivery charge. Where the
address is outside the delivery areas the Operator shall pay BT's
reasonable delivery charge or collect the books from BT's printing
contractor the day following completion of production.
4.5 Where the Operator has ordered less BT Phone Books than are required
for delivery, BT shall make up the balance and will invoice the
Operator for the balance at the price specified from time to time in
the BT Retail Price List.
4.6 Where BT either fails to deliver a BT Phone Book in accordance with
the instructions provided pursuant to paragraph 4.2.2 or delivers it
in a damaged condition, BT shall arrange for that person to receive
the BT Phone Books. However, BT shall only respond to enquiries
relating to failure to deliver, the condition of BT Phone Books or the
place where the BT Phone Book is left by BT's delivery contractor.
4.7 Where BT is to deliver BT Phone Books to addresses supplied by the
Operator, the Operator shall provide a representative sample of 5% of
each the residential addresses and the business addresses. This sample
shall be used only for BT or its agents to check that BT delivery
contractor has satisfactorily completed its tasks. For each address in
the sample the Operator shall provide the name, address and telephone
number in an agreed format which is recorded in the Phone Book Manual.
5. COMMENCEMENT, DURATION AND REVIEW
5.1 The Operator may place orders for BT Phone Books in accordance with
the provisions of this Schedule on and from the date this Schedule was
incorporated into the Agreement. However the notice periods set out in
paragraph 4 above shall apply.
5.2 BT shall only be obliged to deliver the BT Phone Book to persons
nominated by the Operator pursuant to paragraph 4.2 above until 31 May
1997.
5.3 If BT wishes to make a material change to the services set out in this
Schedule or to cease delivery of BT Phone Books in accordance with
this Schedule, it shall give the Operator 6 months written notice. The
notice of such changes shall be a review notice in accordance with
paragraph 19.1.3 of the main body of this Agreement.
6. CHARGING
6.1 The Operator shall pay BT the sums specified from time to time in the
Carrier Price List for the supply of BT Phone Books.
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ANNEX C
SCHEDULE 153
SUPPLY OF CUSTOMISED TELEPHONE DIRECTORIES
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix, unless
stated otherwise is to a paragraph or Appendix of this Schedule. Words
and expressions have the meaning given in Annex D, except as shown
below:
"BT PHONE BOOK" one of BT's unclassified printed telephone directories
relating to a particular geographical area and
containing, in alphabetical order, the names, addresses
and telephone numbers of BT Customers and customers of
Third Party Operators;
"CUSTOMISED TELEPHONE a printed telephone directory conforming to
DIRECTORY" the conditions set out in this Schedule and containing
a Preface and the alphabetical section of a BT Phone
Book listing names, addresses and telephone numbers;
"PREFACE" the first 32 or 64 page section of a
Customised Telephone Directory which precedes the
alphabetical section;
"PRINT COMPLETION DATE" the date on which BT's printing contractor plans
to complete the printing of an edition of a BT Phone
Book and any Customised Telephone Directories;
"PRINT PROOF" a print of a page suitable for checking the accuracy,
colour and printing quality;
"COPY" art work suitable for the manufacture of printing
plates, conforming to the specification set out in
Appendix 153.1.
2. DESCRIPTION OF SERVICE
2.1 This Schedule describes the provision by BT of Customised Telephone
Directories to the Operator.
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3. ORDERING
3.1 BT shall provide to the Operator, at approximately quarterly
intervals, a list of the known Print Completion Dates for new or
reprinted BT Phone Books.
3.2 The Operator shall order Customised Telephone Directories by
completing the order form set out in the Phone Books Manual such that
it is received by BT not less than 4 calendar months before the Print
Completion Date for the relevant edition of the BT Phone Book.
3.3 The minimum quantity per order for each edition of a Customised
Telephone Directory is 5000.
3.4 If the Operator requires BT to deliver the Customised Telephone
Directories it shall specify the delivery address in the order placed
pursuant to paragraph 3.2.
4. COMPOSITION OF CUSTOMISED TELEPHONE DIRECTORIES
4.1 The cover and Preface shall conform to the Customised Telephone
Directories Specification at Appendix 153.1.
5. NOTICES AND COPYRIGHT
5.1 The Operator shall include in a Customised Telephone Directory the
notices set out in Appendix 153.2.
5.2 The Operator hereby indemnifies BT against any and all claims for
infringement of any Intellectual Property Right of a Third Party in
respect of material provided by the Operator to BT for inclusion in a
Customised Telephone Directory.
5.3 BT hereby indemnifies the Operator against any and all claims for
infringement of any Intellectual Property Right of a Third Party in
respect of the alphabetical section of the Customised Telephone
Directory except in so far as such information has been provided by
the Operator.
6. PRODUCTION OF CUSTOMISED TELEPHONE DIRECTORIES
6.1 The Operator will supply to BT the Copy for all parts of the
Customised Telephone Directories (except the alphabetical section) not
less than 40 Working Days before the relevant Print Completion Date.
6.2 30 Working Days before the relevant Print Completion Date, BT shall
provide to the Operator copies of Print Proofs of the cover of the
Customised Telephone Directories. The Operator shall:
a) approve the quality and accuracy of the Print Proof and notify BT
in writing; or
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b) notify BT in writing of those aspects of the quality or accuracy
of the Print Proof that are not acceptable;
not more than two Working Days from receipt of the Print Proof by the
Operator.
BT will use its reasonable endeavours to correct those aspects of the
Print Proof to which the Operator objects. If practicable BT shall
change the Print Proofs and resubmit Print Proofs for further approval
by the Operator. If the Operator accepts the quality and accuracy of
these resubmitted Print Proofs, the Operator shall indicate its
approval in writing to BT within one Working Day of receipt of such
resubmitted Print Proof. If the Operator rejects the resubmitted Print
Proofs (or fails to notify BT of its acceptance of the Print Proofs
within the periods specified above) the order for such Customised
Telephone Directories will be deemed to be cancelled. Approval shall
be indicated by completion of the relevant form set out in the Phone
Book Manual to BT.
6.3 Customised Telephone Directories shall be placed on pallets which,
when loaded, shall each be wrapped in stretch film.
7. DELIVERY OR COLLECTION OF CUSTOMISED TELEPHONE DIRECTORIES
7.1 Unless the Operator has requested delivery by BT, the Operator shall
collect the Customised Telephone Directories from the address
specified by BT within one Working Day of the Print Completion Date or
such later date as may be specified by BT.
7.2 Subject to an order being placed in accordance with paragraph 3.2, BT
will deliver Customised Telephone Directories to a single address in
the United Kingdom.
8. COMMENCEMENT, DURATION AND REVIEW
8.1 BT shall accept orders for Customised Telephone Directories from the
date this Schedule was incorporated into the Agreement.
8.2 BT shall not be obliged to provide Customised Telephone Directories
pursuant to this Schedule after 30th September 1998.
8.3 Where the Operator has previously ordered and BT intends to cease
provision of Customised Telephone Directories, BT shall send a notice
to the Operator on or before 31 March 1998 stating such intention.
9. CHARGING
9.1 The Operator will pay to BT the charges specified from time to time in
the Carrier Price List for the supply of Customised Telephone
Directories.
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9.2 If an order is cancelled by the Operator or deemed to be cancelled,
the Operator shall pay to BT the cancellation fee specified from time
to time in the Carrier Price List.
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APPENDIX 153.1
SPECIFICATION FOR THE COVERS AND PREFACES OF CUSTOMISED TELEPHONE DIRECTORIES
1. COVER
The cover will be 4 pages only plus spine (outside front - page 1,
inside front - page 2, inside back - page 3, outside back plus spine -
page 4 produced by the Offset Litho process.
Maximum finished size: 210mm wide x 297mm deep
Maximum Image Areas:
a) No Bleed 204mm wide x 291 mm deep
b) With Bleed 216mm wide x 303 mm deep
Maximum screen value for Halftone reproduction:
Cover pages 1 and 4 = 150#
Cover pages 2 and 3 = 120#
The Operator shall supply cover origination material as follows:
Cover pages 1 & 4 - same size film positives, separated for standard 4
colour process printing (Yellow, Cyan, Magenta and Black), film must
be adjustable for spine wide.
Cover pages 2 & 3 - same size film positives, separated for standard 4
colour process printing (Yellow, Cyan, Magenta and Black) for each
page.
Film shall be supplied with the image "right" reading (not reversed)
and emulsion side down. All colour separated film shall be supplied
with a full set of colour progressive proofs for colour matching on BT
printer's printing press.
The Preface shall be paginated and printed as follows:
a) 32 page section printed in "Black" ink only
b) 32 page section printed in "2 colours" (black and cyan) as
BT preface
c) 64 page section printed in "Black" ink only
d) 64 page section printed in "2 colours" (black and cyan) as
BT preface
The maximum acceptable image area for each page is:
a) 190mm wide x 282 mm deep (image centred on finished page size)
Maximum screen value for Halftone reproduction: 100#
Maximum tint value for second colour underlay: 25%
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Note: Text pages cannot be bled to the head or tail of the book,
foredge bleed can be accepted, if required, the bleed image area must
be extended to 216mm wide. 6mm is trimmed off the spine as part of the
binding process.
The Operator shall supply Customised preface origination material as
follows:
same size film positives, separated for 2 colour printing if required.
Final film shall be supplied with the image "right" reading (not
reversed) with the emulsion side down.
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APPENDIX 153.2
NOTICES
1. The front cover of each Customised Telephone Directory shall be dated
with the month and year of production.
2. The front cover shall have a notice to the effect that the Customised
Telephone Directory contains telephone numbers of BT Customers and
those of certain other licensed telephone operators.
3. The Preface shall contain the following notices:
(a) COMPILATION. British Telecommunication plc compiles the
alphabetical section of this Directory. Every care is taken to
render the section as accurate as possible, but British
Telecommunications plc cannot accept any responsibility for loss
or damage which may arise or result from errors or omissions. The
contents of the alphabetical section relate to the latest
information available to British Telecommunications plc at the
time of going to print which may have altered before this copy of
the Directory is issued or may be altered subsequently, without
amendment to the alphabetical section. Any information which may
assist in maintaining the accuracy of entries in future editions
of this Directory will be appreciated and should be sent to
(Operator Contact point).
In no circumstances will British Telecommunications plc be liable
in respect of any error or omission from the alphabetical section
of this Directory.
(b) COPYRIGHT
Alphabetical section (C) British Telecommunications plc
Copyright reserved
1. No reproduction of the alphabetical section of the Directory, in
whole or in part, is allowed without prior permission in writing
to British Telecommunications plc.
2. The alphabetical section of this Directory, in whole or in part,
may not be stored in a retrieval system of any kind without prior
permission in writing of British Telecommunications plc.
3. Attention is directed to Section 107 of the Copyright, Designs
and Patents Act 1988 which make it a criminal offence to perform,
without authorisation certain acts in relation to copyright
material.
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4. British Telecommunications plc may take legal action against any
person responsible for the unauthorised reproduction or storage in a
retrieval system of the alphabetical section of this Directory.
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ANNEX C
SCHEDULE 541
OPERATOR TELEPHONY CALLS TO THE OPERATOR SYSTEM
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix unless stated
otherwise, is to a paragraph or Appendix of this Schedule. Words and
expressions have the meaning given in Annex D, except as shown below:
"ADC CALL CATEGORY one of Local ADC (Transfer Charge Calls) or National
(TRANSFER CHARGE CALLS)" ADC (Transfer Charge Calls), as appropriate;
"LOCAL ADC (TRANSFER the contributions towards BT's Access Deficit
CHARGE CALLS)" that apply to Transfer Charge Calls where, if Calls
were conveyed wholly within the BT System between the
same originating and terminating points (Calls made or
received on mobile terminal apparatus shall for this
purpose be treated as originating or terminating at the
relevant wireless telegraphy station carrying the
Call), such Calls would be classified as local calls in
the BT Retail Price List;
"NATIONAL ADC (TRANSFER the contributions towards BT's Access Deficit that
CHARGE CALLS)" apply to Transfer Charge Calls where, if Calls were
conveyed wholly within the BT System between the same
originating and terminating points (Calls made or
received on mobile terminal apparatus shall for this
purpose be treated as originating or terminating at the
relevant wireless telegraphy station carrying the
Call), such Calls would be classified as national calls
in the BT Retail Price List;
"OPERATOR SEGMENT CALL" an Operator Telephony Call handed over from the BT
System to the Operator System, switched by one or more
Operator Exchanges to an Operator Network Termination
Point.
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2. DESCRIPTION OF SERVICE
2.1 Subject to the provisions of this Schedule, the Operator shall convey
Operator Telephony Calls handed over from the BT System to the
appropriate Operator Network Termination Point.
2.2 Operator International Incoming Calls, Operator Transit Calls,
Operator BT to BT Transit Calls and Calls to Ancillary Services are
not conveyed pursuant to this Schedule.
2.3 The Parties shall agree in advance all necessary technical
requirements, including Call set-up and cleardown sequences, for the
conveyance of Calls pursuant to this Schedule.
2.4 The Operator's obligation to convey Operator ISDN Telephony Calls is
subject to the respective Systems and all relevant Switch Connections
of both Parties being suitable for the conveyance of Operator ISDN
Telephony Calls.
2.5 The Operator shall not be obliged under this Schedule to make its
System suitable for the conveyance of Operator ISDN Telephony Calls or
to provide equipment to its Customers enabling Operator ISDN Telephony
Calls.
2.6 The Operator shall convey Operator Telephony Calls during those
periods of time and at the same standard and quality of service as the
Operator conveys similar Calls.
2.7 Each Party shall correct faults which occur in its System which affect
the conveyance of Operator Telephony Calls in accordance with such
Party's normal engineering practices. For the avoidance of doubt,
neither Party warrants that its System is, or will be, free from
faults.
3. ROUTING
3.1 The conveyance of Operator Telephony Calls shall be in accordance with
the routing principles specified in Annex A.
4. CHARGING
4.1 For the conveyance of each Operator Telephony Call by the Operator, BT
shall pay the Operator a charge calculated in accordance with the rate
for such a Call specified from time to time in the Carrier Price List.
4.2 For the conveyance of each Operator Telephony Call by the Operator,
which is also a Transfer Charge Call, the Operator shall pay BT a
charge calculated in accordance with the rate for such a Call
specified from time to time in the Carrier Price List, and BT shall
pay no charge to the Operator pursuant to the preceding paragraph 4.1.
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4.3 For the conveyance of each Operator Telephony Call by the Operator,
which is also a Transfer Charge Call, made by a Calling Party from a
BT Public Call Box or a BT Temporary Call Box (each as defined in
Condition 11 of the BT Licence), the Operator shall pay BT for each
such Call, in addition to any other charges, the BT Payphone Access
Levy specified from time to time in the Carrier Price List.
5. CONTRIBUTIONS TO BT'S ACCESS DEFICIT
5.1 Subject to the provisions of this paragraph 5, the Operator shall pay
for each Operator Telephony Call which is also a Transfer Charge Call,
a contribution to BT's Access Deficit at the rate specified for the
ADC Call Category (Transfer Charge Calls) specified in the Carrier
Price List from time to time. For these purposes, the ADC Call
Category (Transfer Charge Calls) shall be ascertained at the time when
the Answer Signal is generated.
5.2 If, prior to the date of the Agreement, either Party has requested the
Director General pursuant to Condition 13.5A of the BT Licence to
reduce the contribution to be made by the Operator towards BT's Access
Deficit, then payment of the contribution referred to in such request
shall be suspended until the Director General has dealt with the
request.
5.3 If, following a request referred to in paragraph 5.2, the Director
General determines not to reduce the contribution or determines that a
partial contribution shall be payable by the Operator towards BT's
Access Deficit, such contribution shall be payable accordingly with
effect from the date of this Agreement. The Operator shall pay any
outstanding contribution not later than one month after the date of
such determination.
5.4 If, following a request referred to in paragraph 5.2, the Director
General determines that no contribution shall be payable by the
Operator towards BT's Access Deficit no such contribution shall be
payable under paragraph 5.1.
5.5 If the Director General at any time determines pursuant to Condition
13.5A of the BT Licence that the contribution payable by the Operator
towards BT's Access Deficit should be varied or a contribution becomes
payable in accordance with Condition 13.5A of the BT Licence then the
Agreement shall be varied accordingly.
6. COMMENCEMENT
6.1 The Operator shall convey Operator Telephony Calls handed over from
the BT System commencing on a date to be agreed in writing by the
Parties.
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7. REVIEW
7.1 The Review Date for charges for the conveyance of Operator Telephony
Calls shall be 1 April each year.
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ANNEX C
SCHEDULE 545
OPERATOR INTERNATIONAL INCOMING CALLS FROM AUTHORISED OVERSEAS SYSTEMS
VIA THE BT SYSTEM HANDED OVER TO THE OPERATOR SYSTEM
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix unless stated
otherwise, is to a paragraph or Appendix of this Schedule. Words and
expressions have the meaning given in Annex D, except as shown below:
"OPERATOR SEGMENT CALL" an Operator International Incoming Call handed
over from the BT System to the Operator
System, switched by one or more Operator
Exchanges, to an Operator Network Termination
Point.
2. DESCRIPTION OF SERVICES
2.1 Subject to the provisions of this Schedule, the Operator shall convey
Operator International Incoming Calls handed over from the BT System to
the appropriate Operator Network Termination Point.
2.2 Operator Telephony Calls, Operator Transit Calls, Operator BT to BT
Transit Calls and Calls to Ancillary Services are not conveyed pursuant
to this Schedule.
2.3 The Parties shall agree in advance all necessary technical
requirements, including Call set-up and cleardown sequences, for the
conveyance of Calls pursuant to this Schedule.
2.4 The Operator's obligation to convey Operator ISDN International
Incoming Calls is subject to the Authorised Overseas System and the
respective Systems and all relevant Switch Connections of both Parties
being suitable for the conveyance of Operator ISDN International
Incoming Calls.
2.5 The Operator shall not be obliged under this Schedule to make its
System suitable for the conveyance of Operator ISDN International
Incoming Calls or to provide equipment to its Customers enabling
Operator ISDN International Incoming Calls.
2.6 The Operator shall convey Operator International Incoming Calls during
those periods of time and at the same standard and quality of service
as the Operator conveys similar Calls.
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2.7 Each Party shall correct faults which occur in its System which affect
the conveyance of Operator International Incoming Calls in accordance
with such Party's normal engineering practices. For the avoidance of
doubt, neither Party warrants that its System is, or will be, free
from faults.
3. ROUTING
3.1 The conveyance of Operator International Incoming Calls shall be in
accordance with the routing principles specified in Annex A.
4. CHARGING
4.1 For the conveyance of each Operator International Incoming Call by the
Operator, BT shall pay the Operator a charge calculated in accordance
with the rate for such a Call specified from time to time in the
Carrier Price List.
4.2 For the conveyance of each Operator International Incoming Call by the
Operator, which is also a Transfer Charge Call, the Operator shall pay
BT a charge calculated in accordance with the rates for such a Call
specified from time to time in the Carrier Price List, and BT shall
pay no charge to the Operator pursuant to paragraph 4.1.
5. COMMENCEMENT
5.1 The Operator shall convey Operator International Incoming Calls handed
over from the BT System commencing on a date to be agreed in writing
by the Parties.
6. REVIEW
6.1 The Review Date for Operator International Incoming Calls shall be 1
April each year.
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ANNEX C
SCHEDULE 546
OPERATOR BT TO BT TRANSIT CALLS (PORTED) VIA THE OPERATOR SYSTEM
1. DEFINITIONS
1.1 In this Schedule, a reference to a paragraph or Appendix unless stated
otherwise, is to a paragraph or Appendix of this Schedule. Words and
expressions have the meaning given in Annex D, except as shown below:
"CENTREX" a partition of an Exchange used to provide
business features and short code dialling as
required by Customers;
"DDI" direct dialling in:
"DONOR" the Party from whose System the Number is
being ported;
"DONOR SYSTEM" the System from which the Number is being
ported;
"OPERATOR SEGMENT
BT TO BT TRANSIT CALL" an Operator BT to BT Transit Call, handed over
from the BT System to the Operator System,
switched by one or more Operator Exchanges,
and handed over from the Operator System to
the BT System;
"NUMBER" shall have the meaning ascribed thereto in
Condition 34B of the BT Licence, and for the
purposes of this Agreement there shall be
excluded Numbers allocated to ISDN exchange
lines and to Number Groups used for Centrex,
DDI private branch exchanges or other private
branch exchange purposes;
"NUMBER GROUP" a range of consecutive Numbers used as a group
by a Party for certain functional or Customer
purposes;
"NUMBER PORTABILITY" an arrangement between the Parties whereby a
Customer ceases to be provided with a Network
Termination Point by the Donor System and such
Customer (at the same address and at the same
set of
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premises) is provided with a Network
Termination Point by the Recipient System,
such Network Termination Point having the same
Number as had the Number Termination Point
ceased on the Donor System;
"RECIPIENT" the Party to whose System the Number is being
ported;
"RECIPIENT SYSTEM" the System to which the Number is being
ported.
2. DESCRIPTION OF SERVICE
2.1 Subject to the provisions of this Schedule, the Operator shall convey
an Operator BT to BT Transit Call handed over from the BT System to the
Operator System, to be handed back by the Operator System (as the Donor
System) to the BT System (as the Recipient System) pursuant to Schedule
04 (Number Portability) for delivery to a BT Network Termination Point.
2.2 Operator Telephony Calls, Operator Transit Calls and Operator BT to BT
Transit Calls (other than for the purposes of Number Portability) are
not conveyed pursuant to this Schedule.
2.3 The Parties shall agree in advance all necessary technical
requirements, including Call set-up and cleardown sequences, for the
conveyance of Calls pursuant to this Schedule.
2.4 The Operator's obligation to convey Operator ISDN BT to BT Transit
Calls is subject to the respective Systems and all relevant Switch
Connections of both Parties being suitable for the conveyance of
Operator ISDN BT to BT Transit Calls.
2.5 The Operator shall convey Operator BT to BT Transit Calls during those
periods of time and at the same standard and quality of service as the
Operator conveys similar Calls.
2.6 Each Party shall correct faults which occur in its System which affect
the conveyance of Operator BT to BT Transit Calls in accordance with
such Party's normal engineering practices. For the avoidance of doubt,
neither Party warrants that its System is, or will be, free from
faults.
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3. ROUTING
3.1 The conveyance of Operator BT to BT Transit Calls, shall be in
accordance with the routing principles specified in Annex A.
4. CHARGING
4.1 For the conveyance of each Operator BT to BT Transit Call by the
Operator, BT shall pay the Operator a charge calculated in accordance
with the rate for such a Call specified from time to time in the
Carrier Price List.
5. REVIEW
5.1 The Review Date for Operator BT to BT Transit Calls shall be 1 April
each year.
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ANNEX D
DEFINITIONS
In this Agreement, words and expressions have the following meanings:
"ACCESS CODE" a three or four digit code or a number
commencing with the digits 0800 followed by a
seven digit number which initiates an Indirect
Access Call;
"ACCESS DEFICIT CONTRIBUTION" the contribution to the funding of the BT
Access Deficit payable by the Operator to BT
pursuant to Condition 13.5A.3 and assessed in
accordance with Condition 13.5A.4 both being
Conditions of the BT Licence;
"ACO PERIOD" the period covered by an Advance Capacity
Order;
"ACT" Telecommunications Act 1984;
"ACTUAL CHARGE" the charge (or the means of calculating that
charge) for a Standard Service paid by a
Network Provider to BT in respect of the whole
or part of the Financial Year In Question
which is less than the Interim Charge (whether
as a result of the operation of Condition 24F
or following the consent of the Director
General to that lesser charge pursuant to
Condition 16B.5 being Conditions of the BT
Licence);
"ADDRESS COMPLETE MESSAGE" a signalling message required by the
originating System to indicate that sufficient
address digits have been received and that a
transmission path should be set up;
"ADVANCE CAPACITY ORDER" that part of the Capacity Profile which sets
out the Capacity ordering intentions of the
relevant Party over the first four months of
the Capacity Profile and has the contractual
consequences outlined in Annex A;
"AFN" the first three digits immediately after a
Director Area Number;
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"AGREEMENT" this agreement, the Carrier Price List, the
Annexes, Schedules, Appendices and
Specifications;
"ANCILLARY SERVICE"
(a) a service which does not solely comprise
the conveyance of Calls; or
(b) a Call, except a Transfer Charge Call,
where the Calling Party is not required
to pay all of the charges associated with
that Call; or
(c) a Call where the Calling Party is charged
at a rate which includes an element over
and above the charge for conveyance of
that Call;
"ANNEX" annex A, B, C or D attached to this Agreement;
"ANSWER SIGNAL" the signal required by the originating network
to indicate that the transmission path is
complete;
"APPENDIX" an appendix to a Schedule in Annex C;
"APPROVED AUDITOR" a Party's auditor appointed in accordance with
the Companies Act 1985 or such firm of
chartered accountants which a Party may
(subject to the other Party's written
approval) appoint (such approval not to be
unreasonably withheld or delayed);
"ASR" the Answer Seize Ratio expressed as a
percentage of Calls, which were successfully
switched and which received an answer,
compared to Call attempts, during a particular
measurement period;
"ASSOCIATED COMPANY" in relation to a Party:-
(a) its Subsidiary or Holding Company of that
Party or another Subsidiary of such
Holding Company; or
(b) an associated company (as defined in
Statement of Standard Accounting
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Practice No. 1 issued by the Institute of
Chartered Accountants in England and Wales) of
that Party's Holding Company;
"AUTHORISED OVERSEAS SYSTEM" has the meaning in schedule 1 part 1 of the BT
Licence as in force at the date of this
Agreement;
"BILLING INFORMATION" such information provided pursuant to Annex B
by one Party to the other including, without
limitation:
(a) such information as is necessary to
ascertain the charges payable by each
Party under this Agreement; and
(b) Interconnect Usage Reports, TIBS Billing
Information and Refund Reports,
information provided by INCA, and by the
Operator's equivalent of TIBS and/or
INCA;
"BILLING PARTY" the Party to whom charges are payable by the
other Party pursuant to this Agreement;
"BILLING PERIOD" unless otherwise agreed in writing, the period
of a calendar month commencing on the first
day of a month;
"BILLING SYSTEM" a system to collate Billing Information and
prepare invoices relating to charges payable
by each Party under this Agreement;
"BRITISH ISLES" United Kingdom, Channel Islands, Isle of Man
and Republic of Ireland;
"BT" British Telecommunications public limited
company;
"BT'S ACCESS DEFICIT" has the meaning given to Access Deficit in
Condition 13.5A.3 of the BT Licence as in
force at the date of this Agreement;
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"BT ANALOGUE LOCAL EXCHANGE"
OR "BT ALE" a TXE 4 or TXE 4A analogue local Switch in the
BT System;
"BT BASIC INTERNATIONAL a Call, received by the Operator System from
INCOMING CALL" an Authorised Overseas System, comprising the
minimum service features necessary to support
a speech path through the BT System, handed
over from the Operator System to the BT
System, destined for a telephone number of a
BT Network Termination Point, being a Call
available for the conveyance of Messages;
"BT BASIC INTERNATIONAL a Call, destined for an Authorised Overseas
OUTGOING CALL" System, comprising the minimum service
features necessary to support a speech path
through the BT System, handed over from the
Operator System to the BT System if a rate for
such a Call is specified from time to time in
the Carrier Price List, being a Call available
for the conveyance of Messages;
"BT BASIC OPERATOR TO a Call comprising the minimum service features
OPERATOR TRANSIT CALL" necessary to support a speech path through the
BT System, handed over from the Operator
System to the BT System destined for the
Operator System, if a rate for such a Call is
specified from time to time in the Carrier
Price List being a Call available for the
conveyance of Messages;
"BT BASIC TELEPHONY CALL" a Call, comprising the minimum service
features necessary to support a speech path
through the BT System, handed over from the
Operator System to the BT System, destined for
a telephone number of a BT Network Termination
Point, being a Call available for the
conveyance of Messages;
"BT BASIC TRANSIT CALL" a Call comprising the minimum service features
necessary to support a speech path through the
BT System, handed over from the Operator
System to the BT System destined for a Third
Party Operator's system, being a Call
available for the conveyance of Messages;
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"BT CHARGE GROUP" a geographical area designated from time to
time by BT, and used for retail charges as
specified in the BT Retail Price List;
BT DIGITAL LOCAL EXCHANGE" OR a digital Switch in the BT System which Switch
"BT DLE" connects by that Switch alone Calls from
analogue exchanges, RCUs or Exchange Lines;
"BT DJSU" a digital tandem Switch in the London Director
Area (currently known as a Digital Junction
Switching Unit) in the BT System which
provides access to certain BT Digital Local
Exchanges, BT DLTEs, BT ALEs and/or other BT
DJSUs in such Director Area and adjacent BT
Charge Groups;
"BT DLTE" a digital Switch in the BT System which Switch
connects by that Switch alone Calls from
analogue exchanges, RCUs or Exchange Lines and
which provides access to directly connected BT
Digital Local Exchanges and directly connected
BT ALEs;
"BT DMSU" a digital tandem Switch (currently known as a
Digital Main Switching Unit) in the BT System,
which provides access to other BT Exchanges;
"BT EXCHANGE" a BT Analogue Local Exchange, a BT Digital
Local Exchange, a BT DLTE, a BT Tandem
Exchange or a BT ISC and such other Switch
which the Parties may from time to time agree
is a BT Exchange;
"BT INTERNATIONAL INCOMING CALL" either a BT Basic International Incoming Call
or a BT ISDN International Incoming Call;
"BT INTERNATIONAL OUTGOING CALL" either a BT Basic International Outgoing Call
or a BT ISDN International Outgoing Call;
"BT ISC" a BT Exchange notified to the Operator
pursuant to paragraph 3.1.1 of Annex A
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which is used exclusively for switching Calls
to, or received from Authorised Overseas
Systems;
"BT ISDN TELEPHONY CALL" a Call, comprising service features additional
to the minimum features necessary to support a
speech path through the BT System, being
service features described as bearer services,
teleservices or supplementary services in the
ETSI Memorandum of Understanding on the
Implementation of European ISDN Service,
handed over from the Operator System to the BT
System, destined for a telephone number of a
BT Network Termination Point, being a Call
available for the conveyance of Messages;
"BT ISDN INTERNATIONAL a Call, received by the Operator System from
INCOMING CALL" an Authorised Overseas System, comprising
service features additional to the minimum
features necessary to support a speech path
through the BT System, being service features
described as bearer services, teleservices or
supplementary services in the ETSI Memorandum
of Understanding on the Implementation of
European ISDN Service, handed over from the
Operator System to the BT System, destined for
a telephone number of a BT Network Termination
Point, being a Call available for the
conveyance of Messages;
"BT ISDN INTERNATIONAL a Call, destined for an Authorised Overseas
OUTGOING CALL" System, comprising service features additional
to the minimum features necessary to support a
speech path through the BT System, being
service features described as bearer services,
teleservices or supplementary services in the
ETSI Memorandum of Understanding on the
Implementation of European ISDN Service,
handed over from the Operator System to the BT
System, if a rate for such a Call is specified
from time to time in the Carrier Price List,
being a Call available for the conveyance of
Messages;
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"BT ISDN OPERATOR TO OPERATOR a Call comprising service features additional
TRANSIT CALL" to the minimum features necessary to support a
speech path through the BT System, being
service features described as bearer services,
teleservices or supplementary services in the
ETSI Memorandum of Understanding on the
Implementation of European ISDN Service,
handed over from the Operator System to the BT
System, destined for the Operator System, if a
rate for such a Call is specified from time to
time in the Carrier Price List being a Call
available for the conveyance of Messages;
"BT ISDN TRANSIT CALL" a Call comprising service features additional
to the minimum features necessary to support a
speech path through the BT System, being
service features described as bearer services,
teleservices or supplementary services in the
ETSI Memorandum of Understanding on the
Implementation of European ISDN Service,
handed over from the Operator System to the BT
System, destined for a Third Party Operator's
system, being a Call available for the
conveyance of Messages;
"BT OPERATOR TO OPERATOR either a BT Basic Operator to Operator Transit
TRANSIT CALL" Call or a BT ISDN Operator to Operator Transit
Call;
"BT LICENCE" the licence granted to BT pursuant to section
7 of the Act under which BT runs the BT
System;
"BT OPERATOR" a person who answers Calls for directory or
operator assistance, Emergency Calls and other
similar Calls for BT;
"BT PAYPHONE ACCESS LEVY" the charge payable by the Operator for the use
of a BT Public Call Box or a BT Temporary Call
Box (each as defined in Condition 11 of the BT
Licence) to originate a Call.
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"BT PRS CALL" a Call to a PRS:
(a) for which if such Call originated on the
BT System, the person responsible for
payment would pay a charge higher than
that which would apply to a directly
dialled BT Telephony Call of equivalent
distance and duration; and
(b) where payment is made by BT to a BT PRS
Service Provider and where payment takes
into account the number or duration of
Calls to that BT PRS Service Provider;
"BT PRS SERVICE PROVIDER" a person having a contract with BT for the
delivery of BT PRS Calls;
"BT PRS SUB SERVICE PROVIDER" a person having an arrangement for the
delivery of BT PRS Calls, whether or not
legally binding, with a BT PRS Service
Provider;
"BT RETAIL PRICE LIST" the retail price list published by BT from
time to time pursuant to Condition 16 of the
BT Licence;
"BT SWITCH CONNECTION" a BT Exchange at which Calls handed over:
(a) from the Operator System are initially
switched; or
(b) to the Operator System are finally
switched;
by BT;
"BT SYSTEM" the applicable system described in Annex A of
the BT Licence as in force at the date of this
Agreement;
"BT TANDEM EXCHANGE" a BT DMSU or a BT DJSU;
"BT TELEMESSAGE" has the meaning given to the term
"Telemessage" in the BT Retail Price List;
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"BT TELEPHONY CALL" either a BT Basic Telephony Call or a BT ISDN
Telephony Call;
"BT TRANSIT CALL" either a BT Basic Transit Call or a BT ISDN
Transit Call;
"CALL" a transmission path through Telecommunication
Systems for the sending of Messages, and a
reference to conveyance of a Call by a Party
means the establishment by that Party of a
transmission path through that Party's System
and the conveyance by that Party in accordance
with this Agreement of a Message (if any) over
such transmission path;
"CALLED PARTY" a person who receives a Call;
"CALLING PARTY" a person who initiates a Call;
"CAPACITY" capacity in units of 2 Mbit/s on Interconnect
Links;
"CAPACITY ORDER" an order for Capacity placed by one Party on
the other, pursuant to Annex A;
"CAPACITY PROFILE" a profile of future Capacity ordering
intentions over a 12 month period as presented
by one Party to the other pursuant to Annex A;
"CAPACITY PROVISION" the provision of new or additional Capacity;
"CAPACITY RE-ARRANGEMENT" the re-use of Capacity previously provided by
one Party to the other, where, in each case,
the Point of Connection and the buildings
containing the Switch Connections remain the
same;
"CARRIER PRICE LIST" the price list having that name which contains
charges for Standard Services consistent with
the full list of Standard Services maintained
by BT pursuant to Condition 16B.8 of the BT
Licence, charges for services provided by the
Operator and some other charges and
information;
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"CARRIER CHARGE BAND such reference data (including EBC matrix,
REFERENCE DATA" complementary retail file and associated
files) as BT shall from time to time make
available to the Operator, being data for the
preparation and validation of Billing
Information for Calls;
"CHARGEABLE CALL" a Call for which a charge is made pursuant to
this Agreement;
"CHARGEABLE CALL DURATION" the duration of a Chargeable Call measured:
(a) for a Call (other than an International
Call), to the nearest second (or such
greater accuracy as the Parties may agree
in writing);
(b) for an International Call to not less
than the nearest second;
commencing with the receipt of an Answer
Signal and ceasing with the receipt of a
Release Signal at the point of recording by
the Party recording the relevant Billing
Information;
"CLI" has the meaning given to Calling Line
Identification in the draft "Code of Practice
for Network Operators in relation to Calling
Line Identification Display Services and other
Related Services" Version 6 dated 16 November
1994 as the same may be amended or replaced
from time to time;
"COMPETITIVE STANDARD SERVICE" a Standard Service the market for which is
determined by the Director General to be
competitive pursuant to Condition 16B.6 of the
BT Licence;
"CONDITION" a condition of the BT Licence or the Operator
Licence as the case may be as in force at the
date of this Agreement, unless otherwise
stated;
"CONFIDENTIAL INFORMATION" any information, in whatever form, which in
the case of written or electronic information
is clearly designated as confidential and
which, in the case of information disclosed
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<PAGE> 231
orally, is identified at the time of
disclosure as being confidential or is by its
nature confidential and including such
Confidential Information already disclosed by
either Party to the other prior to the date of
this Agreement but excluding any information
which:
(a) is in or comes into the public domain
other than by reason of a breach of this
Agreement; or
(b) is previously known on a non-confidential
basis to the Receiving Party at the time
of its receipt; or
(c) is independently generated, developed or
discovered at any time by or for the
Receiving Party; or
(d) is subsequently received from a Third
Party without any restriction on
disclosure;
"CONVEYANCE STANDARD SERVICE" a Standard Service the charge for which may be
determined pursuant to Condition 13.5A of the
BT Licence;
"CUSTOMER" as the context requires:
(a) a person having a contract with either or
both Parties for the provision of
telecommunication services by means of
that Party's System; or
(b) a user of telecommunication apparatus
directly connected to the BT System or
the Operator System; or
(c) a person having a contract with a
reseller of telecommunication services to
be provided by means of either the BT
System or the Operator System or a user
of telecommunication apparatus authorised
by that person;
"CUSTOMER SITED INTERCONNECT" an Interconnect Link provided pursuant to
Schedule 130 of Annex C;
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"CUSTOMER SERVICE PLAN" a document containing details of individuals,
addresses and telephone numbers for ordering
or maintenance of the services provided
pursuant to this Agreement;
"D" the first digit immediately following the NNG;
"DATA MANAGEMENT AMENDMENT" such reconfiguration of the BT System or the
Operator System as is necessary for access,
routing and charging of Calls;
"DAYTIME" the period of time between 0800 and 1800 on
Monday to Friday or such other period of time
as shall be agreed between the Parties;
"DE" the first two digits immediately following the
NNG;
"DEFAULT INTEREST RATE" four per cent (4%) above the rate per annum as
displayed on the "LIBP" page (or such other
page whatever its designation on which London
Inter-Bank Offered Rates of major banks for
three months sterling deposits are for the
time being displayed) on the Reuters Monitor
Money Rates Services provided that if the
offered rates of less than two banks are so
displayed then "LIBOR" shall be the arithmetic
mean as determined by the Party charging
interest of the offered quotations of two
leading clearing banks in London, selected by
such Party for three months sterling deposits.
Such interest shall be calculated on a daily
basis;
"DIRECTOR AREA" an area comprising certain major United
Kingdom conurbations which area is delimited
by a Director Area Number;
"DIRECTOR AREA NUMBER" the code (excluding the leading zero)
comprising 3 digits for telephone numbers in
certain major United Kingdom conurbations;
"DIRECTOR GENERAL" the Director General of Telecommunications;
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"DISCLOSING PARTY" a Party disclosing information to the other
Party;
"DISPUTE" a disagreement between the Parties excluding
breaches of this Agreement;
"DUE DATE" a date which is 30 calendar days after the
date of an invoice;
"E" the first digit immediately following the D;
"EFFECTIVE DATE" a date referred to by that name in the Carrier
Price List or in a Schedule being the date on
which a charge or a variation of a charge
referred to in the Carrier Price List or a
Schedule takes effect;
"EMERGENCY CALL" a 999 or 112 Call handed over from the
Operator System to the BT System;
"EMERGENCY CENTRE" premises where BT Operators answer Emergency
Calls;
"EMERGENCY ORGANISATION" the relevant local public police, fire,
ambulance and coastguard services and other
similar organisation providing assistance to
the public in emergencies;
"ETSI" the European Telecommunications Standards
Institute;
"EVENING" periods of time not being either Daytime or
Weekend or such other period of time as shall
be agreed between the Parties;
"EXCHANGE LINE" has the meaning in schedule 1 part 1 of the BT
Licence as in force at the date of this
Agreement;
"FINAL CHARGE" in the case of charges payable to BT the
charge (or the means of calculating that
charge) for a Standard Service (other than a
Competitive Standard Service) for each
Financial Year In Question recalculated and
redetermined by the Director General based on
the Financial Statement for the Financial Year
In Question in accordance with
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<PAGE> 234
Condition 13.5A.3B or 13.5C.6 of the BT
Licence; and
in the case of charges payable to the Operator
the charge (or the means of calculating that
charge) for a service provided by the Operator
to BT for each Financial Year In Question
agreed between the Parties in writing or
determined by the Director General based on
the audited figures relating to that service
for the relevant year or, if those figures are
not available, the most recent audited figures
which are available or, if no audited figures
are available the best information available
to the Director General in accordance with
Condition 13.5B.1A of the BT Licence;
"FINANCIAL STATEMENT" has the meaning in Condition 20B of the BT
Licence;
"FINANCIAL YEAR" a period of one year used for accounting
purposes;
"FINANCIAL YEAR IN QUESTION" a period of one year ending each 31 March in
respect of which a charge is payable for
services provided during that year;
"FORECAST" unless otherwise specified, has the meaning in
Condition 13.5A.3A of the BT Licence;
"FRBS STATEMENT" has the meaning in Condition 13.5A.3C (b) of
the BT Licence;
"FULLY PROVIDED" Capacity on a Traffic Route which will carry
all the relevant Traffic Streams at the
planned grade of service;
"G703 INTERFACE" an interface meeting the requirements of ITU-T
Recommendation G703 (Geneva 1991);
"GENERIC ELECTRICAL AND BT's Generic Electrical and Physical Interface
PHYSICAL INTERFACE Specification, as amended or substituted from
SPECIFICATION" time to time with the Parties' agreement
including without
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limitation changes pursuant to paragraphs 3.2
or 3.3 of Annex A;
"GENERIC SDH INTERFACE BT's Generic Synchronous Digital Hierarchy
SPECIFICATION" Interface Specification, as amended or
substituted from time to time with the
Parties' agreement including without
limitation changes pursuant to paragraphs 3.2
and 3.3 of Annex A;
"GENERIC C7 SIGNALLING BT's Generic C7 Signalling Interface
INTERFACE SPECIFICATION" Specification, as amended or substituted from
time to time with the Parties' agreement
including without limitation changes pursuant
to paragraphs 3.2 or 3.3 of Annex A;
"GENERIC TRANSMISSION BT's Generic Transmission Interface
INTERFACE SPECIFICATION" Specification, as amended or substituted from
time to time with the Parties' agreement
including without limitation changes pursuant
to paragraphs 3.2 or 3.3 of Annex A;
"GSM" Global System for Mobile Communications;
"HOLDING COMPANY" has the meaning in sections 736 and 736A of
the Companies Act 1985;
"INCA" BT's Inter Network Call Accounting System as
the same may be developed from time to time;
"INCOMING CALLS" Calls handed over at a Point of Connection by
BT to the Operator other than Indirect Access
Calls;
"INDIRECT ACCESS CALL" a Call where a Calling Party on one Party's
System has chosen to convey that Call to the
other Party's System by prefixing that Call
with an Access Code;
"IN-SPAN INTERCONNECT" an Interconnect Link provided pursuant to
Schedule 01;
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"INTELLECTUAL PROPERTY RIGHTS" any patent, petty patent, registered design,
registered trade or service mark, copyright,
design right, semi-conductor topography right,
know-how or any similar right exercisable in
any part of the world including any
application therefor;
"INTERCONNECT EXTENSION CIRCUIT" a Link, being part of a 2Mbit/s ISI
OR "IEC" Interconnect Link, between the Muliplexor in a
Remote Switch Connection and the Multiplexor
terminating the ISI Interconnect Link;
"INTERCONNECT LINK" a Link connecting a BT Switch Connection and
an Operator Switch Connection passing through
a Point of Connection;
"INTERCONNECT USAGE REPORT" a report in the same or substantially the same
form as specified in the Billing Manual;
"INTERIM CHARGE" in the case charges payable to BT the charge
(or the means of calculating that charge) for
a Standard Service (other than a Competitive
Standard Service) for each Financial Year In
Question determined by the Director General in
accordance with Condition 13.5A.3A or 13.5C.6
of the BT Licence; and
in the case of charges payable to the Operator
the charge (or the means of calculating that
charge) for a service provided by the Operator
to BT for each Financial Year In Question
agreed between the Parties in writing or
determined by the Director General in
accordance with Condition 13.5B.1A of the BT
Licence;
"INTERNATIONAL CALL" a Call received by the BT System from:
(a) an Authorised Overseas System; or
(b) the Operator System destined for an
Authorised Overseas System; or
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a Call received by the Operator System from:
(a) an Authorised Overseas System, or
(b) the BT System destined for an Authorised
Overseas System;
"INTRABUILDING LINK" a connection between a BT or an Operator
Switch Connection and the G703 Interface on
the Multiplexor forming part of an
Interconnect Link;
"INVOICE DATE" the date on which an invoice is despatched;
"ISI INTERCONNECT LINK" a portion of an Interconnect Link being that
cable (or fibres within that cable) and LTE's
between an Operator building and a BT building
over which a number of 2Mbit/s ISI
Interconnect Links are provided;
"ITU-T" the Telecommunications Standards Bureau
(formerly the International Telegraph and
Telephone Consultative Committee) of the
International Telecommunications Union;
"LAND MOBILE RADIO SERVICE" has the meaning in Condition 18 of the BT
Licence;
"LICENCE" the BT Licence or, as the context requires,
the Operator Licence;
"LINK" telecommunication apparatus (which has the
meaning in paragraph 1 (1) of schedule 2 to
the Act as in force at the date of this
Agreement) necessary to establish one or more
transmission paths;
"MANUAL" manual referred to in this Agreement of
working practices between the Parties;
"MESSAGE" has the meaning in schedule 1, part 1 of the
BT Licence as in force at the date of this
Agreement;
"MOBILE CALL" a Call to an Operator Customer using a mobile
handset if the Operator Customer using mobile
terminal apparatus would receive that Call by
means of wireless
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telegraphy if the handset was switched on and
within range of a base transceiver station
forming part of the Operator System unless:
(a) the Operator Customer on a temporary basis
has chosen to divert that Call to another
number; or
(b) the Operator System when the mobile
handset is turned off or out of range from a
base transceiver station returns a message to
that effect to the Calling Party;
"MULTIPLEXOR" the multiplexing equipment which serves an
Intrabuilding Link and where appropriate an
IEC;
"NETWORK PROVIDER" in relation to each Standard Service, any
person who has required it, and with whom BT
is obliged to enter into an agreement to
provide that Standard Service under Condition
13 of the BT Licence;
"NETWORK TERMINATION POINT" has the meaning in schedule 1 part 1 of the BT
Licence as in force at the date of this
Agreement;
"NEW CHARGE" a charge for a Standard Service, which is less
than the charge for that Standard Service as
determined by the Director General pursuant to
Condition 13, following the consent of the
Director General pursuant to Condition 16B.5
both being Conditions of the BT Licence;
"NICC" Network Interoperability Consultative
Committee;
"NNG" a national number group being the code
(excluding the leading zero) comprising for UK
telephone numbers (a) for geographical numbers
(excluding Director Area Number,) four digits
(b) for non-geographic numbers, three digits;
"NON CONVEYANCE STANDARD a Standard Service which is not a Conveyance
SERVICE" Standard Service;
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"NUMBER RANGE" Director Area Number, NNG, AFN, D, E, and/or
DE as appropriate;
"NUMBER TRANSLATION SERVICES a Call to non-geographic telephone numbers
CALL" (other than a Calls destined for a mobile
handset) if the Party receiving the Call
translates the dialled digits and routes the
Call in accordance with such translation,
including without limitation, PRS Calls, Local
Call Fee Access Services Calls, Freephone
Calls, National Call Services Calls and other
specially charged services;
"OCHC" an operator Call handling centre which routes
Calls to BT Operators from Customers seeking
assistance with connection to another
telephone number;
"OFTEL INTEREST RATE" three eighths of one per cent (3/8%) above the
London Inter Bank Offered Rate being the rate
per annum of the offered quotation for
sterling deposits for delivery on the due date
for payment for a period of three months as
displayed on page 3750 on the Telerate Service
(or any other page that may replace page 3750
on that service) at or about 11 am London time
on the due date of payment provided that if
such a rate is not so displayed London Inter
Bank Offered Rate shall mean the rate quoted
by National Westminster Bank PLC to leading
banks in the London interbank market at or
about 11 am London time on the due date of
payment for the offering of sterling deposits
of a comparable amount for a period of three
months. Such interest shall be calculated on a
daily basis;
"OPERATOR" the other Party to this Agreement;
"OPERATOR BASIC BT TO a Call comprising the minimum service features
BT TRANSIT CALL" necessary to support a speech path through the
BT System, handed over from the BT System to
the Operator System destined for the BT
System, if a rate for such a Call is specified
from time to time in
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the Carrier Price List, being a Call available
for the conveyance of Messages;
"OPERATOR BASIC INTERNATIONAL a Call, received by the BT System from an
INCOMING CALL" Authorised Overseas System, comprising the
minimum service features necessary to support
a speech path through the BT System, handed
over from BT System to the Operator System
destined for a telephone number of an Operator
Network Termination Point, if a rate for such
a Call is specified from time to time in the
Carrier Price List, being a Call available for
the conveyance of messages;
"OPERATOR BASIC INTERNATIONAL a Call, destined for an Authorised Overseas
OUTGOING CALL" System, comprising the minimum service
features necessary to support a speech path
through the BT System, handed over from the BT
System to the Operator System, if a rate for
such a Call is specified from time to time in
the Carrier Price List, being a Call available
for the conveyance of Messages;
"OPERATOR BASIC TELEPHONY CALL" a Call, comprising the minimum service
features necessary to support a speech path
through the BT System, handed over from the BT
System to the Operator System, destined for a
telephone number of an Operator Network
Termination Point, being a Call available for
the conveyance of Messages;
"OPERATOR BASIC TRANSIT CALL" a Call comprising the minimum service features
necessary to support a speech path through the
BT System, handed over from the BT System to
the Operator System destined for a Third Party
Operator's system, if a rate for such a Call
is specified from time to time in the Carrier
Price List being a Call available for the
conveyance of Messages;
"OPERATOR BT TO BT TRANSIT CALL" either an Operator Basic BT to BT Transit Call
or an Operator ISDN BT to BT Transit Call;
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"OPERATOR EXCHANGE" an Operator Local Exchange, Operator Mobile
Exchange or Operator Tandem Exchange and such
other Switch which the Parties may from time
to time agree is an Operator Exchange;
"OPERATOR INTERNATIONAL either an Operator Basic International
INCOMING CALL" Incoming Call or an Operator ISDN
International Incoming Call;
"OPERATOR INTERNATIONAL either an Operator Basic International
OUTGOING CALL" Outgoing Call or an Operator ISDN
International Outgoing Call;
"OPERATOR ISDN BT TO BT a Call comprising service features additional
TRANSIT CALL" to the minimum features necessary to support a
speech path through the BT System, being
service features described as bearer services,
teleservices or supplementary services in the
ETSI Memorandum of Understanding on the
Implementation of European ISDN Service,
handed over from the BT System to the Operator
System, destined for the BT System, if a rate
for such a Call is specified from time to time
in the Carrier Price List being a Call
available for the conveyance of Messages;
"OPERATOR ISDN INTERNATIONAL a Call, received by the BT System from an
INCOMING CALL" Authorised Overseas System, comprising service
features additional to the minimum features
necessary to support a speech path through the
BT System, being service features described as
bearer services, teleservices or supplementary
services in the ETSI Memorandum of
Understanding on the Implementation of
European ISDN Service, handed over from the BT
System to the Operator System, destined for a
telephone number of an Operator Network
Termination Point, if a rate for such a Call
is specified from time to time in the Carrier
Price List, being a Call available for the
conveyance of Messages;
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"OPERATOR ISDN INTERNATIONAL a Call, destined for an Authorised Overseas
OUTGOING CALL" System, comprising service features additional
to the minimum features necessary to support a
speech path through the BT System, being
service features described as bearer services,
teleservices or supplementary services in the
ETSI Memorandum of Understanding on the
Implementation of European ISDN Service,
handed over from the BT System to the Operator
System, if a rate for such a Call is specified
from time to time in the Carrier Price List,
being a Call available for the conveyance of
Messages;
"OPERATOR ISDN TELEPHONY CALL" a Call, comprising service features additional
to the minimum features necessary to support a
speech path through the BT System, being
service features described as bearer services,
teleservices or supplementary services in the
ETSI Memorandum of Understanding on the
Implementation of European ISDN Service,
handed over from the BT System to the Operator
System, destined for a telephone number of an
Operator Network Termination Point, being a
Call available for the conveyance of Messages;
"OPERATOR ISDN TRANSIT CALL" a Call comprising service features additional
to the minimum features necessary to support a
speech path through the BT System, being
service features described as bearer services,
teleservices or supplementary services in the
ETSI Memorandum of Understanding on the
Implementation of European ISDN Service,
handed over from the BT System to the Operator
System, destined for a Third Party Operator's
system, if a rate for such a Call is specified
from time to time in the Carrier Price List
being a Call available for the conveyance of
Messages;
"OPERATOR LICENCE" the licence granted to the Operator pursuant
to section 7 of the Act under which the
Operator runs the Operator System;
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<PAGE> 243
"OPERATOR LICENSED AREA" the geographical area in which the Operator is
permitted pursuant to the Operator Licence to
provide telecommunication services;
"OPERATOR LOCAL EXCHANGE" a digital Switch, except an Operator Mobile
Exchange, in the Operator System which Switch
connects by that Switch alone Calls from
Network Termination Points in the Operator
System;
"OPERATOR MOBILE EXCHANGE" a digital Switch in the Operator's System
which Switch connects by that Switch those
Calls from base stations and/or base station
controllers in the Operator System providing a
Land Mobile Radio Service for handsets;
"OPERATOR'S OPERATOR" a person who answers Calls for directory or
operator assistance or other similar Calls for
the Operator;
"OPERATOR PRS CALL" a Call to a PRS:
(a) for which if originated on the Operator
System, the person responsible for
payment would pay at a rate higher than
that which would apply to a directly
dialled Operator Telephony Call of
equivalent distance and duration; and
(b) if payment is made by the Operator to a
Operator PRS Service Provider and if
payment takes into account the number or
duration of Calls to that the Operator
PRS Service Provider;
"OPERATOR PRS SERVICE PROVIDER" a person having a contract with the Operator
for the delivery of Operator PRS Calls;
"OPERATOR PRS SUB SERVICE
PROVIDER" a person having an arrangement for the
delivery of Operator PRS Calls, whether or not
legally binding, with an Operator PRS Service
Provider, directly or indirectly;
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<PAGE> 244
"OPERATOR SYSTEM" the Telecommunication System run by the
Operator pursuant to the Operator Licence as
in force at the date of this Agreement;
"OPERATOR SWITCH CONNECTION" an Operator Exchange at which Calls handed
over:
(a) from the BT System are initially
switched; or
(b) to the BT System are finally switched;
by the Operator;
"OPERATOR TANDEM EXCHANGE" a digital tandem Switch in the Operator System
which provides access to Operator Local
Exchanges or Operator Mobile Exchanges;
"OPERATOR TELEPHONY CALL" either an Operator Basic Telephony Call or an
Operator ISDN Telephony Call;
"OPERATOR TRANSIT CALL" either an Operator Basic Transit Call or an
Operator ISDN Transit Call;
"OUTGOING CALL" a Call handed over at a Point of Connection by
the Operator to BT;
"PARENT BT EXCHANGE" a BT Tandem Exchange which has a direct
connection to a BT DLE, BT DLTE or BT ALE for
the conveyance of Calls in the ordinary course
of business;
"PARTY" a party to this Agreement;
"PATH PROTECTION" resilience improvement of an ISI Interconnect
Link as described in Schedule 01 of Annex C;
"PDH" plesiochronous digital hierarchy;
"POINT OF CONNECTION" a physical point where the BT System and the
Operator System are connected for Calls to be
handed over from one System to the other;
"PRE-INTERIM CHARGE" If the Director General has not determined the
Interim Charge (or the means of
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<PAGE> 245
calculating that charge) for the Financial
Year In Question;
in the case of charges payable to BT, for each
Standard Service (other than a Competitive
Standard Service), the charge fixed by BT for
each such Standard Service; and
in the case of charges payable to the
Operator, for each service provided by the
Operator to BT, the charge fixed by the
Operator for each such service;
"PRS" OR "PREMIUM RATE SERVICE" an entertainment or information service:
(a) which is accessed by means of a Call and
consists of, or includes the sending of,
speech, music, other sounds or signals to
the Calling Party; and
(b) for which payment is made by means of
Call charges;
"PRS FRAUD" either:
a loss suffered by the Operator because of the
non payment of charges for BT PRS Calls, in
circumstances when the BT PRS Service Provider
or the BT PRS Sub Service Provider organises
or arranges for BT PRS Calls to be made to his
PRS in circumstances when there is a
reasonable expectation that the Calling Party
or the person responsible for payment does not
intend to pay or will seek to avoid payment
for all or part of the Call charges; or
a loss suffered by BT because of the non
payment of charges for Operator PRS Calls, in
circumstances when the Operator PRS Service
Provider or the Operator PRS Sub Service
Provider organises or arranges for Operator
PRS Calls to be made to his PRS in
circumstances when there is a reasonable
expectation that the Calling Party or the
person responsible for payment does not
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<PAGE> 246
intend to pay or will seek to avoid payment
for all or part of the Call charges;
"PURCHASER" the Party to whom Capacity is provided by the
Supplier;
"QUALITY SCHEDULE" has the meaning in Condition 17C of the BT
Licence;
"QUARTER DAYS" 1 January, 1 April, 1 July and 1 October in
each and every year;
"RCU" a remote concentrator unit supported by a BT
DLTE or a BT DLE;
"READY FOR SERVICE DATE" the date on which testing of Capacity at a
Switch Connection is satisfactorily completed
and such Capacity is ready for service (in
accordance with this Agreement);
"READY FOR TEST DATE" the date on which Capacity at a Switch
Connection is Ready for Testing;
"READY FOR TESTING" when the Supplier has satisfactorily completed
the provisioning of that part of an
Interconnect Link that is under his direct
control;
"RECEIVING PARTY" a Party receiving information from the
Disclosing Party;
"RELEASE SIGNAL" a signal which indicates that the transmission
path of a Call has been disconnected;
"RELEVANT CONNECTABLE SYSTEM" has the meaning in Condition 13.9 of the BT
Licence;
"REMOTE SWITCH CONNECTION" a BT Switch Connection or an Operator Switch
Connection which:
(a) is accessed via a BT or Operator building
notified from time to time pursuant to
paragraph 3 of Annex A as being suitable
for supporting IECs; and
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<PAGE> 247
(b) is connected by an BT IEC or an Operator
IEC, as the context requires;
"REVIEW DATE" a date referred to by that name this
Agreement, in the Carrier Price List and/or in
a Schedule which entitles either Party to
serve a review notice seeking to amend the
charges referred to in the Carrier Price List
or in that Schedule;
"ROUTE AUGMENTATION" additional Capacity on an established Traffic
Route;
"ROUTE TYPE" the segregation of Capacity within a Traffic
Route for the conveyance of certain Traffic
Types;
"SCHEDULE" a schedule in Annex C of this Agreement;
"SDH" synchronous digital hierarchy;
"SIGNALLING LINK" a 64 Kbit/s digital path within a 2 Mbit/sec
Interconnect Link between two ITU-T 7
signalling nodes which is used for signalling;
"SIGNALLING LINK SET" a pair of Signalling Links each within a
separate 2 Mbit/s system on an Interconnect
Link;
"SPECIFICATION" one of the Generic Electrical and Physical
Interface Specification, the Generic C7
Signalling Interface Specification, the
Generic Transmission Interface Specification
and the Generic SDH Interface Specification;
"STANDARD SERVICE" a service, including, without limitation, a
Competitive Standard Service, which a Network
Provider has required from BT and which BT is
obliged to provide, or to enter into an
agreement to provide, under Condition 13 of
the BT Licence;
"SUBSIDIARY" has the meaning in sections 736 and 736A of
the Companies Act 1985;
"SUPPLIER" the Party providing Capacity to the other
Party;
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<PAGE> 248
"SWITCH" telecommunication apparatus within a System
which performs the function of switching and
routing Calls;
"SWITCH CONNECTION" a BT Switch Connection or, as the context
requires, an Operator Switch Connection;
"SYSTEM" the BT System or, as the context requires, the
Operator System;
"SYSTEM ALTERATION" a change (other than a Data Management
Amendment) to a Party's System, which requires
a change to be made to the other Party's
System to allow the continuance of the
conveyance of Calls across a Point of
Connection pursuant to this Agreement;
"TARGET PERFORMANCE" has the meaning in Condition 17C of the BT
Licence;
"TECHNICAL MASTER PLAN" a document recording details of the Points of
Connection and the plans for development of
further Points of Connection;
"TECHNICAL REVIEW MEETING" a technical meeting pursuant to paragraph 13
of Annex A;
"TELECOMMUNICATION SYSTEM" a telecommunication system within the United
Kingdom as defined in section 4 of the Act or
an Authorised Overseas System;
"THIRD PARTY" a person other than BT or the Operator;
"THIRD PARTY INTERCONNECT" interconnect using a Third Party ISI
Interconnect Link;
"THIRD PARTY INTERCONNECT either:
AGREEMENT"
(a) an agreement between BT and a Third Party
Operator pursuant to Condition 13 as it
applies from time to time of the BT
Licence or the equivalent Condition of
the Third Party Operator licence; or
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<PAGE> 249
(b) between the Operator and a Third Party
Operator pursuant to the Condition
equivalent to Condition 13 of the BT
Licence contained in either the Operator
or Third Party Operator licences;
"THIRD PARTY ISI INTERCONNECT an Interconnect Link as defined in Schedule
LINK" 01;
"THIRD PARTY OPERATOR" a person being neither the Operator nor BT who
is licensed under the Act to run a Relevant
Connectable System;
"TIBS" BT's Telecommunications Input Billing System,
which records information on certain Calls
which use the services of a BT Operator or the
operator of a Third Party;
"TIBS BILLING INFORMATION reports in the same or substantially the same
AND REFUND REPORT" form as in the Billing Manual;
"TIBS INFORMATION" itemised Call records of the services provided
by BT Operators or the operator of a Third
Party to the Operator which would have
resulted in a charge from BT had the Calling
Parties been BT Customers, together with
reports relating to Transfer Charge Calls,
ineffective calls, and any other records which
will result in charges to be paid by or to the
Operator for such services;
"TRAFFIC FORECAST" a forecast of traffic at a BT Switch
Connection or Operator Switch Connection, such
forecast provided by one Party to the other
pursuant to paragraph 8 of Annex A;
"TRAFFIC ROUTE" discrete and identifiable units of 2 Mbit/s
Capacity within an Interconnect Link;
"TRAFFIC STREAM" a group of Calls carried from a specific place
in one Party's System to a specific place in
the other Party's System;
"TRAFFIC TYPE" a different identifiable type of Call;
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"TRANSFER CHARGE CALL" a Call for which the Called Party is requested
and agrees to pay the cost of a Call from the
Calling Party;
"VAT" United Kingdom Value Added Tax;
"WEEKEND" period of time between 2400 on Friday and 2400
on Sunday or such other period of time as
shall be agreed between the Parties;
"WORKING DAY" any day other than Saturdays, Sundays, public
or bank holidays in the United Kingdom.
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<PAGE> 1
___________________________________________________________________________
DATED _______________________________ 1996
(1) BRITISH TELECOMMUNICATIONS PLC
(2) NYNEX CABLECOMMS BOLTON
_________________________________________________
TRANSITION AGREEMENT
_________________________________________________
<PAGE> 2
________________________________________________________________________________
CONTENTS
Introduction
Clauses
1. Definitions and Interpretation
2. Commencement
3. Transition and Termination
4. Charges
5. Disputes
6. Information, Forecasting and Capacity orders
7. Testing and Initial Interconnection
8. Review
9. Assignment
10. Notices
11. New Interconnection Agreement
12. Variations
13. Waiver
14. Miscellaneous
15. Governing Law
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_______________________________________________________________________________
DATED ____________________________________ 1996
PARTIES
(1) BRITISH TELECOMMUNICATIONS PLC (registered in England No. 1800000)
having its registered office at 81 Newgate Street, London, EC1A 7AJ
("BT"), and
(2) NYNEX CABLECOMMS BOLTON (registered in England No. 1883383) having its
registered office at The Tolworth Tower, Ewell Road, Surbiton, Surrey,
KT6 7ED (the "Operator").
INTRODUCTION
A By an agreement dated 1 August 1994 (the "Original Agreement") the
Parties had agreed to connect the Operator System and the BT System.
B The Parties have agreed to enter into a New Interconnect Agreement of
the same date as this Agreement which New Interconnect Agreement shall
be deemed to have taken effect from the Commencement Date.
C Simultaneously with the signing of the New Interconnect Agreement the
Parties agree to the termination of the Original Agreement, save to the
extent set out below, on the terms and conditions of this Agreement.
IT IS AGREED AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, except if the context requires otherwise, words and
expressions have the following meanings:
"ADJUSTMENT PERIOD" the period from the Commencement Date to the date hereof
(both dates inclusive);
"AGREEMENT" this agreement including the Annexes;
"COMMENCEMENT DATE" 1 April 1995;
"NEW INTERCONNECT the BT revised standard interconnect agreement
AGREEMENT" between the Parties dated the same date as this
Agreement;
"ORIGINAL AGREEMENT" the agreement referred to in Recital A;
1.2 Words and expressions used in the New Interconnect Agreement shall have
the same meaning herein as therein.
1.3 The Interpretation Act 1978 shall apply for the purpose of interpreting
this Agreement as if this Agreement were an Act of Parliament.
2. COMMENCEMENT
2.1 This Agreement takes effect from the date hereof.
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2.2 Subject to the provisions of this Agreement, the Parties agree that the
New Interconnect Agreement shall be deemed to have taken effect on and
from the Commencement Date.
3. TRANSITION/TERMINATION
3.1 The Parties hereby agree with effect from midnight on 31 March 1995
that the Original Agreement shall be deemed to have been terminated
save to the extent necessary to give effect to the provisions of this
Agreement.
3.2 Subject to the provisions of paragraphs 3, 4, and 8 of this Agreement
for the Adjustment Period each Party agrees to waive all its rights
under the New Interconnect Agreement to bring a claim against the other
in respect of acts or omissions of the other Party occurring prior to
the date hereof which constitute a breach of the New Interconnect
Agreement, provided always that such act or omission of the other Party
would not have been a breach of the Original Agreement had it been in
force at the time when the act or omission occurred.
3.3 If a Party reasonably considers that all monies owing by each Party to
the other under the Original Agreement have been paid such Party may
serve a written notice on the other requesting the termination of all
provisions of the Original Agreement pursuant to this Agreement.
3.4 If the Party receiving the notice pursuant to paragraph 3.3 does not
serve a written notice of objection to the proposed termination of all
provisions of the Original Agreement within 30 calendar days from the
date of service of the notice pursuant to paragraph 3.3, the Original
Agreement shall be terminated on such date as is 30 calendar days from
the date of service aforesaid and the provision of paragraph 3.5 shall
apply.
3.5 The Parties agree that with effect from such date as is ascertained
pursuant to paragraph 3.4 on the termination of the Original Agreement
(and notwithstanding such termination anything to the contrary in the
Original Agreement including any provisions therein which are expressly
stated to survive after such termination) each Party releases the other
from each and all of its undertakings, obligations and restrictions
contained in the Original Agreement and waives all rights each has
(past, present and future) under the Original Agreement to bring a
claim against the other pursuant to the terms of the Original Agreement
in respect of events occurring prior to the date of such termination or
occurring at any time thereafter.
4. CHARGES
4.1 All Billing Information provided under the Original Agreement prior to
the date hereof in respect of the Adjustment Period shall be deemed to
have been provided under the New Interconnect Agreement.
4.2 All charges based on Billing Information in respect of the Adjustment
Period shall, if practicable, be recalculated without adjustment of the
Billing Information by the Billing Party by applying the charges
specified from time to time in the Carrier Price List which apply to
that period.
4.3 If re-calculation of the charges under paragraph 4.2 is not practicable
because the Billing Information for Calls is in a time of day format
where it has been measured in periods of Peak, Standard and Cheap (as
defined in the Original Agreement), then the Billing Party shall
convert the Billing Information in accordance with Annex 1and/or Annex
4, as appropriate.
4.4 If re-calculation of the charges under paragraphs 4.2 and/or 4.3 is not
practicable because the Billing Information is in distance - based Call
segments, then the Billing Party shall establish in accordance with
Annex 2 and/or Annex 4, as appropriate the applicable Call segment
category under the New Interconnect Agreement.
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4.5 The Billing Party shall re-calculate the charge for any Interconnect
Link in accordance with Annex 3.
4.6 If a Data Management Amendment has been requested by the Operator and
the Data Management Amendment has been implemented by BT since the
Commencement Date, such request shall be deemed a Data Management
Amendment order under the New Interconnect Agreement and BT shall apply
the charges specified from time to time in the Carrier Price List to
such an order.
4.7 For the purposes of re-calculating charges, a service previously
provided by one Party to the other Party under the Original Agreement
shall be deemed to be the equivalent service provided under the New
Interconnect Agreement.
4.8 Each Party who is a Billing Party shall use its reasonable endeavours
to carry out such re-calculation of charges and send appropriate
invoices or credit notes not later than 90 calendar days from the date
hereof provided that if Annex 1 and/or Annex 2 applies an invoice shall
be sent not later than 90 calendar days from the date of ascertainment
of the changes.
4.9 Notwithstanding anything herein or in the New Interconnect Agreement to
the contrary nothing in this Agreement shall prejudice or constitute a
waiver by either Party of its right to recover payments of amounts due
in the ordinary course of business between BT and the Operator in
respect of any period up to the date hereof.
4.10 Nothing in this Agreement shall give either Party a right to have a
charge which applies from the Commencement Date applied in respect of
any period prior to that date.
4.11 Each Party shall provide to the other invoices (or credit notes) for
all amounts due to it (or owing by it) calculated or re-calculated in
accordance with this Agreement and Annex B of the New Interconnect
Agreement.
4.12 Each Party shall pay the charges calculated in accordance with, and
within the time specified in the New Interconnect Agreement.
4.13 If an overpayment has occurred and a refund is payable interest shall
be calculated and paid on the difference between the charges paid under
the Original Agreement and the charges payable under the New
Interconnect Agreement at the OFTEL Interest Rate calculated from the
later of the date on which the relevant charges were due to be paid or
were paid under the Original Agreement to the date on which the
difference is paid.
4.14 If an underpayment has occurred and an amount is payable from one
Party to the other there shall be included in the calculation of
interest at the OFTEL Interest Rate, interest which shall be calculated
and paid on the difference (if any) between the amount paid under the
Original Agreement and the relevant amount charged under the New
Interconnect Agreement calculated from such date as would have been the
due date had the amount been invoiced under the Original Agreement.
5. DISPUTES
5.1 In the event of a Dispute arising out of this Agreement the provisions
of paragraph 26 of the main body of the New Interconnect Agreement
shall apply provided that if a Dispute concerns the accuracy of an
invoice the provisions of paragraph 6 of Annex B of the New
Interconnect Agreement shall apply.
6. INFORMATION, FORECASTING AND CAPACITY ORDERS
6.1 A requirement pursuant to the New Interconnect Agreement to provide or
place (as the case may be) information including, nomination of Switch
Connections, forecasts, Capacity Profiles, Advance Capacity Orders,
Capacity Orders and requests for Capacity Rearrangements of whatsoever
nature shall be deemed satisfied if the equivalent information was
provided or placed
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________________________________________________________________________________
under the Original Agreement. The Parties waive their respective
rights under the New Interconnect Agreement to require further
provision of information deemed by this paragraph to have been so
provided.
7. TESTING AND INITIAL INTERCONNECTION
7.1 For the purposes of the New Interconnect Agreement, initial
interconnection shall be deemed to have taken place and all
requirements in respect of such interconnection (insofar as such
requirements have been complied with) shall be deemed to have been
satisfied on the Commencement Date.
7.2 The switch testing referred to in paragraph 14 of Annex A of the New
Interconnect Agreement shall be deemed to have been satisfactorily
completed in accordance with the terms of the New Interconnect
Agreement.
8. REVIEW
8.1 The Parties acknowledge that the Original Agreement shall remain in
full force and effect to the extent necessary to give effect to any
settlement of monies pursuant to a review or determination by the
Director General in respect of any period prior to the Commencement
Date.
8.2 Without prejudice to either Party's right (whether under the Original
Agreement or otherwise) legally to challenge a review or determination,
the Parties undertake to modify or replace such terms of the Original
Agreement as continue in force pursuant to paragraph 8.1 and/or make
any such adjustments to charges as shall accord with a determination
referred to in paragraph 8.1.
9. ASSIGNMENT
9.1 Unless otherwise agreed in writing, no rights, benefits or obligations
under the Agreement may be assigned or transferred, in whole or in
part, by a Party without the prior written consent of the other Party.
10. NOTICES
10.1 A notice shall be duly served if:
10.1.1 delivered by hand, at the time of actual delivery;
10.1.2 sent by facsimile, upon its receipt being confirmed;
10.1.3 sent by recorded delivery post, 4 calendar days after the day of
posting.
10.2 Except where otherwise specifically provided all notices and other
communications relating to this Agreement shall be in writing and shall
be sent as follows:
If to the Operator:
The General Manager Interconnect,
Nynex Cablecomms Bolton
The Tolworth Tower,
Ewell Road,
Surrey KT6 7ED
If to BT:
Contract Liaison Manager
Nynex Cablecomms Bolton. pp 7099
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________________________________________________________________________________
British Telecommunications plc
Tenter House
45 Moorfields
London EC2Y 9TH
or to such other address as the Parties may from time to time notify
pursuant to this paragraph 10.
11. NEW INTERCONNECTION AGREEMENT
11.1 This Agreement insofar as it makes provision for the Adjustment Period
is an amendment to the main body of the New Interconnect Agreement
pursuant to paragraph 30 thereof.
12. VARIATIONS
12.1 No variations of this Agreement shall be effective unless agreed in
writing by the Parties and signed by a person nominated in writing on
behalf of:
12.1.1 BT, by the director, BT Carrier Services (or his successor);
12.1.2 the Operator, by a director or the company secretary (or equivalent
office holder) of the Operator.
13. WAIVER
13.1 The waiver of any breach of, or failure to enforce, any term or
condition of this Agreement shall not be construed as a waiver or a
waiver of any other breach of the same or any other term or condition
of this Agreement. No waiver shall be valid unless it is in writing
and signed on behalf of the Party making the waiver.
14. MISCELLANEOUS
14.1 Termination or expiry of this Agreement shall not be deemed a waiver of
a breach of any term or condition of this Agreement and shall be
without prejudice to a Party's rights, liabilities or obligations that
have accrued prior to such termination or expiry.
15. GOVERNING LAW
15.1 The interpretation, validity and performance of this Agreement shall be
governed in all respects by the laws of England and Wales and the
Parties submit to the exclusive jurisdiction of the English Courts.
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________________________________________________________________________________
IN WITNESS WHEREOF THIS AGREEMENT was entered into the day and year first before
written.
SIGNED for and on behalf of
NYNEX CABLECOMMS BOLTON
Signed: ___________________________________
Name: _____________________________________
Position: _________________________________
SIGNED for and on behalf of
BRITISH TELECOMMUNICATIONS plc
Signed: ___________________________________
Name: _____________________________________
Position: _________________________________
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_______________________________________________________________________________
ANNEX 1 - PART A
TIME OF DAY
1.1 If Billing Information for Calls is in a time of day format of Peak,
Standard and Cheap (as defined in the Original Agreement), the
following steps shall be undertaken to convert the Billing Information
into Daytime, Evening and Weekend (as defined in the New Interconnect
Agreement).
1.2 Calls in the Peak and Standard periods shall be deemed to be Calls to
which the charge for the Daytime period specified from time to time in
the Carrier Price List shall apply.
1.3 Calls in the Cheap period shall be allocated to the Evening and Weekend
periods in the proportion calculated as follows:
1.3.1 BT shall measure the total of the Chargeable Call Duration of Calls in
each of the Evening and Weekend periods during a Billing Period.
1.3.2 The following formula shall be calculated using the Billing
Information ascertained under paragraph 1.3.1:
A = B x 100
-
C
A = percentage of Call minutes in the Evening period;
B = total Chargeable Calls Duration of Calls in the Evening
period measured over the Billing Period;
C = total Chargeable Call Duration of Calls in the Evening
and Weekend periods measured over the Billing Period.
1.3.3 The total of the Chargeable Call Duration of Calls in the Cheap period
shall be multiplied by A and this shall be deemed to be the proportion
of Calls to which the charge for the Evening period specified from time
to time in the Carrier Price List shall apply.
1.3.4 The balance of such Calls shall be deemed to be Calls to which the
charge for the Weekend period specified from time to time in the
Carrier Price List shall apply.
1.4 If the Parties fail to agree that the measured Calls over the Billing
Period are representative of any Billing Period between the
Commencement Date and the date INCA starts recording on an EBC basis,
then the Parties agree that a Dispute shall be deemed to have arisen
for the purposes of paragraph 5 of this Agreement.
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ANNEX 1 - PART B
TIME OF DAY
1.1 If Billing Information for Calls to international destinations is in a
time of day format of, Standard and Cheap (as defined in the Original
Agreement, Annex C, Table B, Note (1)), the following steps shall be
undertaken to convert the Billing Information into Daytime, Evening and
Weekend (as defined in the New Interconnect Agreement).
1.1.1 BT shall measure the total of the Chargeable Call Duration of
international calls in each of the Daytime, Evening and Weekend periods
during a Billing Period for each international destination country or
charge band as appropriate.
1.1.2 The following formulae shall be calculated using the Billing
Information ascertained under paragraph 1.1.1:
D = d x 100 E = e x 100 W = w x 100 where :
- - -
C C C
D = percentage of Daytime Call minutes;
E = percentage of Evening Call minutes;
W = percentage of Weekend Call minutes;
d = total Chargeable Calls Duration of Calls in the Daytime period
measured over the Billing Period;
e = total Chargeable Calls Duration of Calls in the Evening period
measured over the Billing Period;
w = total Chargeable Calls Duration of Calls in the Weekend period
measured over the Billing Period;
C = total Chargeable Call Duration of Calls in the Daytime, Evening
and Weekend periods measured over the Billing Period ( d + e + w).
1.1.3 For each Billing Period and each International Destination Country or
Charge Band as appropriate, the total of the Chargeable Call Duration
of Calls shall be multiplied by D, E and W, respectively. The
products of these calculations shall be deemed to be the Chargeable
Call Duration of Calls to which the charge for the relevant period
specified from time to time in the Carrier Price List shall apply.
1.2 If the Parties fail to agree that the measured Calls over the Billing
Period are representative of any Billing Period between the
Commencement Date and the date INCA starts recording on an EBC basis,
then the Table listed below shall be used to determine the allocation
of such Billing Information to the appropriate time of day period.
1.3 If the Parties fail to agree that the measured Calls over the Billing
Period are representative of any Billing Period between the
Commencement Date and the date INCA starts recording on an EBC basis,
then the Parties agree that a Dispute shall be deemed to have arisen
for the purposes of paragraph 5 of this Agreement.
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APPENDIX TO ANNEX 1 - PART B
PERCENTAGES TO BE APPLIED TO TIMES OF DAY UNDER THE ORIGINAL AGREEMENT TO
CONVERT TO TIMES OF DAY UNDER THE NEW INTERCONNECT AGREEMENT.
TABLE
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DAYTIME EVENING WEEKEND TOTAL
CHARGE BAND Stand Cheap Total Stand Cheap Stand Cheap Stand Cheap Stand Cheap
1 83.3 0.0 16.7 100.0 0.0 0.0 100 100
2 83.3 0.0 16.7 100.0 0.0 0.0 100 100
3 83.3 0.0 16.7 100.0 0.0 0.0 100 100
4 83.3 0.0 16.7 100.0 0.0 0.0 100 100
5 83.3 0.0 16.7 100.0 0.0 0.0 100 100
6 38.7 20.8 61.3 79.2 0.0 0.0 100 100
7 47.6 0.0 52.4 100.0 0.0 0.0 100 100
8 47.6 0.0 52.4 100.0 0.0 0.0 100 100
9 83.3 0.0 16.7 100.0 0.0 0.0 100 100
10 83.3 0.0 16.7 100.0 0.0 0.0 100 100
11 47.6 0.0 52.4 100.0 0.0 0.0 100 100
12 47.6 0.0 52.4 100.0 0.0 0.0 100 100
13 47.6 0.0 52.4 100.0 0.0 0.0 100 100
IRISH REPUBLIC 100.0 0.0 0.0 100.0 0.0 0.0 100 100
</TABLE>
(Note: Weekend has not been used in the allocation as the prices in the Weekend
period are the same as those in Evening)
_______________________________________________________________________________
11 of 18
<PAGE> 12
________________________________________________________________________________
ANNEX 2 - PART A
DISTANCE/ELEMENT-BASED CONVEYANCE
BT TELEPHONY CALLS
Backdating Methodology
1 If Billing Information is in distance-based Call segments, the
following steps shall be taken to convert the Billing Information into
element-based segments:
1.1 Calls which are DLE segment calls (as referred to in the Original
Agreement) shall be deemed to be BT Local Exchange Segment Calls (as
defined in the New Interconnect Agreement).
1.2 The sum of all other BT Telephony Calls shall be allocated between BT
Single Tandem Segment Calls and BT Double Plus Tandem Segment Calls in
the proportion calculated as follows:
1.2.1 BT shall measure the total of the Chargeable Call Duration in each of
Daytime, Evening and Weekend periods of all other relevant Calls for a
Billing Period for each of BT Single Tandem Segment Calls and BT Double
Plus Tandem Segment Calls.
1.2.2 The following formula shall be calculated using the Billing
Information ascertained under paragraph 1.2.1:
A = B x 100
--
C
A = percentage of Call minutes being BT Single Tandem Segment Calls for
the relevant time of day period;
B = total Chargeable Call Duration of BT Single Tandem Segment Calls
for the relevant time of day period measured over the Billing
Period;
C = total of Calls except BT Local Exchange Segment Calls for the
relevant time of day period measured over the Billing Period.
1.2.3 The total of the Chargeable Call Duration of Calls less those for BT
Local Exchange Segment Calls for each time of day period shall be
multiplied by A and shall be deemed to be the proportion of Calls to
which the charge for a BT Single Tandem Segment Call specified from
time to time in the Carrier Price List shall apply. The balance of such
Calls except BT Local Exchange Segment Calls shall be deemed to be
Calls to which the charge for a BT Double Plus Tandem Segment Call
specified in the Carrier Price List shall apply.
Fallback Methodology
1.3 If the Parties fail to agree that the measured Calls over the Billing
Period are representative of any earlier Billing Period between the
Commencement Date and the date INCA starts recording on an EBC distance
related basis, the following formulae will be used to convert Billing
Information for that period into element-based segments:
1.3.1 Calls which are DLE segment Calls (as referred to in the Original
Agreement) shall be deemed to be BT Local Exchange Segment Calls (as
defined in the New Interconnect Agreement)
1.3.2 Calls which are local tandem Calls (as referred to in the Original
Agreement) shall be allocated to BT Single Tandem Segment Calls and BT
Double Plus Tandem Segment Calls in the proportion calculated as
follows:
________________________________________________________________________________
12 of 18
<PAGE> 13
________________________________________________________________________________
BT Single Tandem Segement Calls = local tandem Calls x 96%
BT Double Plus Tandem Segment Calls = local tandem Calls x 4%
where the above percentages are the proportion of local tandem
Calls in the BT network which are Calls which are equivalent to BT
Single Tandem Segment Calls and BT Double Plus Tandem Segment
Calls.
1.3.3 Calls which are short national Calls (as referred to in the
Original Agreement) shall be allocated to BT Single Tandem Segment
Calls and BT Double Plus Tandem Segment Calls in the proportion
calculated as follows:
BT Single Tandem Segement Calls = short national Calls x 68%
BT Double Plus Tandem Segment Calls = short national Calls x 32%
where the above percentages are the proportion of short national
Calls in the BT network which are Calls which are equivalent to BT
Single Tandem Segment Calls and BT Double Plus Tandem Segment
Calls.
1.3.4 Calls which are long national Calls (as referred to in the
Original Agreement) shall be allocated to BT Single Tandem Segment
Calls and BT Double Plus Tandem Segment Calls in the proportion
calculated as follows:
BT Single Tandem Segment Calls = long national Calls x 14%
BT Double Plus Tandem Segment Calls = long national Calls x 86%
where the above percentages are the proportion of long national
Calls in the BT network which are Calls which are equivalent to BT
Single Tandem Segment Calls and BT Double Plus Tandem Segment
Calls.
BT TRANSIT CALLS
Backdating Methodology
2 If Billing Information is in distance based Call segments, the
following steps shall be taken to convert the Billing Information into
element-based segments:
2.1 The sum of all relevant Calls under Table D I of Annex C (as referred
to in the Original Agreement) shall be allocated between BT Single
Tandem Transit Calls and BT Double Plus Tandem Transit Calls in the
proportion calculated as follows: 2.1.1 BT shall measure the total of
the Chargeable Call Duration in each of Daytime, Evening and Weekend
periods and for each Third Party Operator of all relevant Calls for a
Billing Period for each of BT Single Tandem Transit Calls and BT Double
Plus Tandem Transit Calls.
2.1.2 The following formula shall be calculated using the Billing Information
ascertained from paragraph 2.1.1:
A = B x 100
--
C
A = percentage of Call minutes being BT Single Tandem Transit Calls
for the relevant time of day period and to any Third Party
Operator;
B = total Chargeable Call Duration of BT Single Tandem Transit Calls
for the relevant time of day period and to any Third Party
Operator measured over the Billing Period;
________________________________________________________________________________
13 of 18
<PAGE> 14
_______________________________________________________________________________
C = total of Calls for the relevant time of day period and to any
Third Party Operator measured over the Billing Period.
2.1.3 The total of the Chargeable Call Duration for Calls for each relevant
time of day period and to any Third Party Operator shall be multiplied
by A and shall be deemed to be the proportion of Calls to which the
charge for a BT Single Tandem Transit Call specified from time to time
in the Carrier Price List shall apply. The balance of such calls shall
be deemed to be Calls to which the charge for a BT Double Plus Tandem
Transit Call specified in the Carrier Price List shall apply.
Fallback Methodology
2.2 If the Parties fail to agree that the measured Calls over the Billing
Period are representative of any earlier Billing Period between the
Commencement Date and the date INCA starts recording on a distance
related basis, the following formulae will be used to convert Billing
Information for that period into element-based segments:
2.2.1 Calls which are local tandem Calls under Table D I of Annex C shall be
deemed to be BT Single Tandem Transit Calls and BT Double Plus Tandem
Transit Calls in the proportion calculated as follows:
BT Single Tandem Transit Calls = local tandem Calls x 96%
BT Double Plus Tandem Transit Calls = local tandem Calls x 4%
where the above percentages are the proportion of local tandem Calls in
the BT network which are Calls which are equivalent to BT Single Tandem
Transit Calls and BT Double Plus Tandem Transit Calls.
2.2.2 Calls which are short national Calls under Table D I of Annex C (as
referred to in the Original Agreement) shall be allocated to BT Single
Tandem Transit Calls and BT Double Plus Tandem Transit Calls in the
proportion calculated as follows:
BT Single Tandem Transit Calls = short national Calls x 68%
BT Double Plus Tandem Transit Calls = short national Calls x 32%
where the above percentages are the proportion of short national
Calls in the BT network which are Calls which are equivalent to BT
Single Tandem Transit Calls and BT Double Plus Tandem Transit
Calls.
2.2.3 Calls which are long national Calls under Table D I of Annex C (as
referred to in the Original Agreement) shall be allocated to BT Single
Tandem Transit Calls and BT Double Plus Tandem Transit Calls in the
proportion calculated as follows:
BT Single Tandem Transit Calls = long national Calls x 14%
BT Double Plus Tandem Transit Calls = long national Calls x 86%
where the above percentages are the proportion of long national Calls
in the BT network which are Calls which are equivalent to BT Single
Tandem Transit Calls and BT Double Plus Tandem Transit Calls.
_______________________________________________________________________________
14 of 18
<PAGE> 15
________________________________________________________________________________
DISPUTE
2.3 If under Annex 2 Part A the Parties fail to agree that the measured
Calls over the Billing Period are representative of any Billing Period
and subsequently fail to agree the element-based segments derived from
the relevant fallback methodology, then the Parties agree that a
Dispute shall be deemed to have arisen for the purposes of paragraph 5
of this Agreement.
2.4 For the avoidance of doubt, paragraphs 2.2 to 2.2.3 (inclusive) do not
apply to transit Calls to non-geographic destinations. If the Parties
fail to agree on transit Calls to non-geographic destinations a Dispute
shall be deemed to have arisen for the purposes of paragraph 5 of the
Agreement.
________________________________________________________________________________
15 of 18
<PAGE> 16
_______________________________________________________________________________
ANNEX 2 - PART B
Distance De-averaging of Double Plus Tandem Segment Calls
1.1 There shall be measured for a Billing Period the total Chargeable Call
Duration in each of Daytime, Evening and Weekend for all relevant
double plus tandem segment Calls deaveraged on the distance related
basis specified in paragraph 1.2 of Part B of this Annex.
1.2 The following formulae shall be calculated using Billing Information
ascertained under paragraph 1.1:
B1 = A1 x 100; B2 = A2 x 100; B3 = A3 x 100
-- -- --
C C C
WHERE:
A1, A2, A3 are the total Chargeable Call Durations of relevant double
plus tandem segment Calls for the following distances:
A1 >0 - <100kms
A2 100 - <200kms
A3 200 + kms
for each relevant time of day period;
B1, B2 and B3 are the percentages calculated in the above formulae; and
C = A1 + A2 + A3
1.3 For each Billing Period from the Commencement Date to the date when
INCA starts recording on an EBC distance related basis, the total of
the Chargeable Call Duration of all relevant double plus tandem segment
Calls for each time of day period shall be multiplied by, B1, B2 or B3,
respectively, and the product shall be the Chargeable Call Duration to
which the charge for the relevant segment specified from time to time
in the Carrier Price List, apply.
1.4 Pursuant to paragraphs 1.1 to 1.3 BT shall measure and calculate BT
Double Plus Tandem Segment Calls and BT Double Plus Tandem Transit
Calls.
1.5 It is acknowledged that the provisions of paragraphs 1.1 to 1.5
(inclusive) of this Annex 2 - Part B shall be carried out not earlier
than October 1996. It is further acknowledged that, until completion
of the procedure specified in paragraphs 1.1 to 1.5 (inclusive) of
Annex 2 - Part B, the Interim Charge in the column for BT Double Plus
Tandem Segment Calls in the distance category of 100<200 km shall apply
from the Commencement Date to all BT Double Plus Tandem Segment Calls.
1.6 If the Parties fail to agree that the measured Calls over the Billing
Period are representative of any Billing Period, then the Parties agree
that a Dispute shall be deemed to have arisen for the purposes of
paragraph 5 of this Agreement.
_______________________________________________________________________________
16 of 18
<PAGE> 17
________________________________________________________________________________
ANNEX 3
INTERCONNECT LINKS
1.1 If the first rental period for an Interconnect Link commences on or
after the Commencement Date, the connection charge for such
Interconnection Link shall be recalculated in accordance with the New
Interconnect Agreement.
1.2 Rental charges paid in advance for any rental period on or after the
Commencement Date shall be recalculated in accordance with the New
Interconnect Agreement.
1.3 Any agreements between the Parties for Interconnect Links provided
under BT's conditions/private service in accordance with the BT Retail
Price List shall be deemed to have been terminated on 31 March 1995 and
such Interconnect Link shall be deemed to have been provided under the
New Interconnect Agreement.
1.4 The periods of time set out in paragraph 7.8.2 of Schedule 130 of the
New Interconnect Agreement for the calculation of Co and Ct shall be
amended such that the relevant period of time for the calculation of
rental payment from the Commencement Date to the date hereof shall be
the period between the Commencement Date and the 31st December 1995.
1.5 If the Operator has obtained Customer Sited Interconnect by a contract
with BT for the provision of private services in accordance with the BT
Retail Price List, the Operator shall hereby be released from such
contract without the payment of the rental and other charges referred
to in paragraph 17.1.2 of such contract.
________________________________________________________________________________
17 of 18
<PAGE> 18
________________________________________________________________________________
ANNEX 4
"OPERATOR SERVICES"
1.1 For (a) inland Transfer Charge Calls handed over from the BT System
and terminating on the Operator System and (b) onward connect Calls
listed in paragraph 2.3.1 of Schedule 120 of the New Interconnect
Agreement the Billing Party shall convert the proportion of such Calls
into Daytime, Evening and Weekend using the methodology in Annex 1, or,
if the Operator has taken an NOA Service, Calls to such service shall
be sampled using such the Annex 1 methodology.
1.2 For inland Transfer Charge Calls handed over from the Operator System
to the BT System for which the Calling Party uses the NOA Service BT
shall convert a proportion of such Calls into Daytime, Evening and
Weekend by sampling all Calls to the NOA Service using the methodology
in Annex 1.
1.3 For Operator International Incoming Calls handed over from the BT
System to the Operator System which are international Calls BT shall
convert the proportion of such Calls into BT Direct Calls and Incoming
Call Collect by sampling such Calls and a further sample shall be taken
to convert both such categories of Calls in the appropriate BT
international charge band specified in the BT Retail Price List.
1.4 For international operator assistance Calls listed in paragraphs 2.3.1
and 2.3.2 of Schedule 122 of the New Interconnect Agreement if Billing
Information is not provided on a per Call basis BT shall convert the
propotions of such Calls into "Personal" and "non-personal" by sampling
the Calls.
________________________________________________________________________________
18 of 18
<PAGE> 19
________________________________________________________________________________
General Manager Interconnect,
NYNEX Cablecomms Bolton
The Tolworth Tower
Ewell Road
Surbiton
Surrey KT6 7ED
1996
Dear Sir
INTERCONNECT AGREEMENT BETWEEN NYNEX CABLECOMMS BOLTON AND BRITISH
TELECOMMUNICATIONS PLC DATED DAY OF 1996 ("THE AGREEMENT")
We refer to the Agreement. Words and expressions used in this letter have the
same meanings as in the Agreement.
This letter is an agreement in writing by us pursuant to paragraph 30 of the
Agreement.
For the services to be provided by the Operator under the Schedules listed in
Annex 1 of this letter it is agreed, on a provisional basis, pursuant to
paragraph 13.2 of the Agreement (in addition to the provisions of paragraphs 19
and 20 of the Agreement), that the Interim Charges listed in Annex 1 are the
Interim Charges for such services with effect from 1/04/96 for the Financial
Year in Question (1/04/96 to 31/03/97).
It is agreed pursuant to paragraph 13.2.1 that the charges listed in Annex 1
shall be reviewed on the date that:
(a) a determination by the Director General of the BT Charges for the number
portability service provided by BT;
(b) a determination by the Director General of the charges for the number
portability service provided by the Operator; and
(c) a change (other than as a result of a determination by the Director
General) of the BT Charge for the number portability service provided by
BT in the Carrier Price List
is published for all or portion of the Financial Year in Question (1/04/96 to
31/03/97).
Following the above reviews any changes to the charges for the Financial Year
in Question (01/04/96 to 31/03/97) for any such services provided by the
Operator, will take effect from 01/04/96 and the Operator or BT, as the case
may be, shall recalculate the charges in respect of such service for the
Financial Year in Question using the new charge and calculate the interest for
any sum overpaid or underpaid at the OFTEL Interest Rate.
The Number Portability charges for the services provided by BT are listed in
Annex 2 attached to this letter.
It is agreed that, where a Party (the "Requested Party") does not offer a per
line set up service level which is equivalent to the service level offered by
the other Party (the "Requesting Party"), the per line set up charge paid by
the Requesting Party shall be the charge for the equivalent service offered by
the Requesting Party.
As Number Portability described in Schedule 04 (including the services referred
to in paragraph 2.9 in that Schedule) is not a standard service it will be
shown in the Carrier Price List as a BT Charge.
________________________________________________________________________________
1 of 2
<PAGE> 20
________________________________________________________________________________
It is agreed that pending a modification of the BT Licence relating to the
provision of a Number Portability service it is BT's intention to change the BT
Charge for Number Portability as detailed in Schedule 04 (including the
services referred to in paragraph 2.9 in that Schedule) taking into account the
changes in relevant costs as such costs are used by the Director General in
determining Interim Charges and Final Charges for the relevant Financial Years
in Question.
Notwithstanding that any determination by the Director General of charges (if
any) for services provided under Schedule 04 (including the services referred
to in paragraph 2.9 in that Schedule) are determined after the date of this
letter the Parties agree to apply the determined charges back to 01/04/96.
The Parties agree for the purpose of paragraph 19.1.1 of the Agreement, that
modification of either Party's Licence relating to the provision of a number
portability service shall entitle either Party to seek to amend the Agreement
by serving a review notice.
Yours faithfully Accepted and agreed:
For an on behalf of For and on behalf of
BRITISH TELECOMMUNICATIONS PLC NYNEX CABLECOMMS BOLTON
________________________________________________________________________________
2 of 2
<PAGE> 21
ANNEX 1
NYNEX CABLECOMMS BOLTON
1. NUMBER PORTABILITY CHARGES
Per line set up charge
Fax based, no Real Time Router Pounds Sterling 9.23
Electronic Data Interchange, no
Real Time Router Pounds Sterling 8.03
Fax based, Real Time Router in use Pounds Sterling 8.60
Electronic Data Interchange, Real
Time Router in use Pounds Sterling 7.40
Data Build Charges
Fixed charge Pounds Sterling 1,886.44
Zone charge Pounds Sterling 41.13
Processor charge Pounds Sterling 42.84
Where BT's requirement results in more than one prefix being implemented at the
same time at a particular Operator switch then the processor charge for the
second and each further prefix implementation shall be;
Processor charge Pounds Sterling 16.91
ANNEX 2
BT
1. NUMBER PORTABILITY CHARGES
Per line set up charge
Fax based, no Real Time Router Pounds Sterling 9.23
Electronic Data Interchange, no
Real Time Router Pounds Sterling 8.03
Fax based, Real Time Router in use Pounds Sterling 8.60
Electronic Data Interchange, Real
Time Router in use Pounds Sterling 7.40
Additional Conveyance Charges
<TABLE>
<S> <C> <C> <C>
Daytime Evening Weekend
Pence per minute 0.15 0.09 0.07
</TABLE>
Data Build Charges
Fixed charge Pounds Sterling 1,886.44
Zone charge Pounds Sterling 41.13
Processor charge per system X Pounds Sterling 42.84
Processor charge per system AXE10 Pounds Sterling 44.83
Where the Operator's requirement results in more than one prefix being
implemented at the same time at a particular BT switch then the processor
charge for the second and each further prefix implementation shall be;
Processor charge per system X Pounds Sterling 16.91
Processor charge per system AXE10 Pounds Sterling 18.90
_______________________________________________________________________________
1 of 1
<PAGE> 22
________________________________________________________________________________
The General Manager
NYNEX CableComms Bolton
The Tolworth Tower
Ewell Road
Surbiton
Surrey KT6 7ED
1996
Dear Sir,
INTERCONNECT AGREEMENT BETWEEN NYNEX CABLECOMMS BOLTON
AND BRITISH TELECOMMUNICATIONS PLC DATED DAY OF 1996
("THE AGREEMENT")
We refer to the Agreement. Words and expressions used in this letter have the
same meaning as in the Agreement.
This letter is an agreement in writing by us pursuant to paragraph 30 of the
Agreement.
Interim Charges are agreed for the services to be provided by the Operator, on
a provisional basis, pursuant to paragraph 13.2 of the Agreement (in addition
to provisions of paragraphs 19 and 20 of the Agreement), listed in:
a) Annex 1 attached to this letter with effect from 1/04/95 for the
Financial Year in Question (1/04/95 to 31/03/96); and
b) Annex 2 attached to this letter with effect from 1/04/96 for the Financial
Year in Question (1/04/96 to 31/03/97).
It is agreed pursuant to paragraph 13.2.1 that the charges listed in Annex 1
shall be reviewed on the date that a determination by the Director General of
the Final Charges for Standard Services provided by BT for the Financial Year
in Question (1/04/95 to 31/03/96) is published.
It is further agreed pursuant to paragraph 13.2.1 that the charges listed in
Annex 2 shall be reviewed on the date that a determination by the Director
General of the:
a) Interim Charges; and
b) Final Charges
for Standard Services provided by BT for the Financial Year in Question
(1/04/96 to 31/3/97) is published.
Following the above reviews any changes to the charges for the Financial Year
in Question (1/04/95 to 31/03/96) for any service provided by the Operator,
will take effect from 1/04/95 and the Operator or BT, as the case may be, shall
recalculate the charges in respect of such service for the Financial Year in
Question using the new charge and calculate the interest for any sum overpaid
or underpaid at the OFTEL Interest Rate calculated from the later of the date
on which the relevant charges were due to be paid or were paid to the date on
which the difference is paid.
Following the above reviews any changes to the charges for the Financial Year
in Question (1/04/96 to 31/03/97) for any service provided by the Operator,
will take effect from 1/04/96 and the Operator
________________________________________________________________________________
1 of 9
<PAGE> 23
________________________________________________________________________________
or BT, as the case may be, shall recalculate the charges in respect of such
service for the Financial Year in Question using the new charge and calculate
the interest for any sum overpaid or underpaid at the OFTEL Interest Rate
calculated from the later of the date on which the relevant charges were due to
be paid or were paid to the date on which the difference is paid.
It is agreed that the charges for the services to be provided by the Operator
under Schedule 546 are those referred to in Annex 3 attached to this letter.
Yours faithfully, Accepted and agreed:
For and on behalf of For and on behalf of
BRITISH TELECOMMUNICATIONS PLC NYNEX CABLECOMMS BOLTON
________________________________________________________________________________
2 of 9
<PAGE> 24
_______________________________________________________________________________
ANNEX 1
FINANCIAL YEAR IN QUESTION 01/4/95 TO 31/03/96
NYNEX CABLECOMMS BOLTON
The Interim Charges to be inserted into the Carrier Price List for the
following schedules to the Interconnect Agreement between NYNEX CableComms
Bolton and BT are : -
<TABLE>
<S> <C> <C> <C>
SCHEDULE Daytime Evening Weekend
541 1.174 0.693 0.519
545 1.174 0.693 0.519
</TABLE>
NOTES :
1) Daytime, Evening and Weekend are as defined in the BT Revised Standard
Contract.
2) Charges are quoted in Pence per Minute.
_______________________________________________________________________________
3 of 9
<PAGE> 25
_______________________________________________________________________________
ANNEX 1 CONT
IN SPAN INTERCONNECTION (ISI) & INTERCONNECT EXTENSION CIRCUITS
See ANNEX C, Schedule 01 of the Revised Standard Contract..
OPERATOR CHARGES
The Review Date for charges under this Schedule is 1st April 1996 and each
anniversary thereafter.
<TABLE>
<S> <C>
_____________________________________________________________________________________________________
DESCRIPTION INTERIM
CHARGE
_____________________________________________________________________________________________________
ISI
- - Connection of ISI Interconnect Link Pounds Sterling Nil
- - Rental of ISI Interconnect Link from jointing chamber to BT
premises where the jointing chamber is:
- - Agreed Pounds Sterling Nil
- - Nominated Pounds Sterling 125.00
per 100 metres p.a.
(1,2,3b,8)
- - new duct See BT Retail Price List
(MegaStream)
_____________________________________________________________________________________________________
INTRABUILDING LINKS (9)
- - Connection Pounds Sterling 1161.00
per 2 Mbit/s
- - Rental Pounds Sterling 68.00 per
2 Mbit/s p.a. (3a)
_____________________________________________________________________________________________________
SIGNALLING LINK SET (including one route type) - unidirectional
- - Connection Pounds Sterling 2790.00
per 2x2 Mbit/s
- - Rental Pounds Sterling 188.00
per 2x2 Mbit/s p.a. (3a)
Additional Route Type if ordered at same time as Pounds Sterling 416.00
per Traffic Route
Signalling Link Set - Connection.
Additional Route Type if ordered subsequent to Pounds Sterling 666.00
per Traffic Route
Signalling Link Set - Connection.
_____________________________________________________________________________________________________
MULTIPLEXOR SERVICE FOR PDH
- - Connection Pounds Sterling 296.00
per 2 Mbit/s
- - Rental Pounds Sterling 15.00 per
2 Mbit/s p.a. (3a)
MULTIPLEXOR SERVICE FOR SDH
- - Connection Pounds Sterling 584.00
per 2 Mbit/s
- - Rental Pounds Sterling 122.50 per
2 Mbit/s p.a. (3a)
</TABLE>
_______________________________________________________________________________
4 of 9
<PAGE> 26
<TABLE>
<S> <C>
_______________________________________________________________________________________________
DESCRIPTION INTERIM
CHARGE
_______________________________________________________________________________________________
INTERCONNECTION EXTENSION CIRCUIT (IEC)
- - Connection Pounds Sterling 440.87
per 2 Mbit/s
- - Rental - Fixed Element Pounds Sterling 3253.26 per
2 Mbit/s p.a. (3a)
- - plus Rental - per Km charge Pounds Sterling 43.62 per 2 M/bits
p.a. (3a & 7)
_______________________________________________________________________________________________
RE-ARRANGEMENTS (6)
- - of a Route Type Pounds Sterling 514.00 per
Traffic Route
- - of a Signalling Link Set, including one Route Pounds Sterling 874.00 per 2x2
Type, to a different BT Switch Connection. Mbit/s
- - of an additional Route Type to a different Pounds Sterling 416.00 per
Traffic Route
BT Switch Connection.
- - of an Intrabuilding Link to a different Pounds Sterling 514.00 per 2
Mbit/s
BT Switch Connection.
- - of a Signalling Link Set, including one Route Pounds Sterling 1791.00 per 2x2
Type, to a different Operator Switch Connection. Mbit/s
- - of an additional Route Type to a different Pounds Sterling 416.00 per
Traffic Route
Operator Switch Connection.
- - of an Intrabuilding Link to a different Pounds Sterling 972.00 per 2
Mbit/s
Operator Switch Connection.
Operator Switch modification due to BT bearer change Pounds Sterling 626 .00 per 2
Mbit/s
_______________________________________________________________________________________________
</TABLE>
NOTES :
1) Distance charged will be radial distance between relevant buildings and the
Point of Connection.
2) Or part thereof, ignoring the first 100 metres.
3a) Rental is payable annually in advance.
3b) Rental is payable annually in arrears.
4) Distance charged will be actual distance.
5) Charges to be met by the Party requesting the Capacity re-arrangement.
6) Rental charges will continue to apply to re-arranged links.
7) Distance charged will be the radial distance between the relevant building
and the Remote Switch.
8) The rental is calculated in accordance with Schedule 01 paragraph 11.
9) If an IBL contains a Signalling Link supporting unidirectional traffic,
that IBL charge is contained within the unidirectional Signalling Link Set
Charge applicable to that Signalling link
_______________________________________________________________________________
5 of 9
<PAGE> 27
________________________________________________________________________________
ANNEX 2
FINANCIAL YEAR IN QUESTION 01/4/96 TO 31/03/97
NYNEX CABLECOMMS BOLTON
The Interim Charges to be inserted into the Carrier Price List for the
following schedules to the Interconnect Agreement between NYNEX CableComms
Bolton and BT are : -
<TABLE>
<S> <C> <C> <C>
SCHEDULE Daytime Evening Weekend
541 1.174 0.693 0.519
545 1.174 0.693 0.519
</TABLE>
Notes :
1) Daytime, Evening and Weekend are as defined in the BT Revised Standard
Contract.
2) Charges are quoted in Pence per Minute.
________________________________________________________________________________
6 of 9
<PAGE> 28
________________________________________________________________________________
ANNEX 2 CONT
IN SPAN INTERCONNECTION (ISI) & INTERCONNECT EXTENSION CIRCUITS
See ANNEX C, Schedule 01 of the Revised Standard Contract..
OPERATOR CHARGES
The Review Date for charges under this Schedule is 1st April 1997 and each
anniversary thereafter.
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________________________________________________________________________________________
DESCRIPTION INTERIM
CHARGE
___________________________________________________________________________________________
ISI
- - Connection of ISI Interconnect Link Pounds Sterling Nil
- - Rental of ISI Interconnect Link from jointing chamber to BT
premises where the jointing chamber is:
- - Agreed Pounds Sterling Nil
- - Nominated Pounds Sterling 125.00
per 100 metres p.a.
(1,2,3b,8)
- - new duct See BT Retail Price
List (MegaStream)
___________________________________________________________________________________________
INTRABUILDING LINKS (9)
- - Connection Pounds Sterling 1161.00
per 2 Mbit/s
- - Rental Pounds Sterling 68.00 per
2 Mbit/s p.a. (3a)
___________________________________________________________________________________________
SIGNALLING LINK SET (including one route type) - unidirectional
- - Connection Pounds Sterling 2790.00
per 2x2 Mbit/s
- - Rental Pounds Sterling 188.00
per 2x2 Mbit/s p.a. (3a)
Additional Route Type if ordered at same time as Pounds Sterling 416.00
Signalling Link Set - Connection. per Traffic Route
Additional Route Type if ordered subsequent to Pounds Sterling 666.00
Signalling Link Set - Connection. per Traffic Route
__________________________________________________________________________________________
MULTIPLEXOR SERVICE FOR PDH
- - Connection Pounds Sterling 296.00
per 2 Mbit/s
- - Rental Pounds Sterling 15.00
per 2 Mbit/s p.a. (3a)
__________________________________________________________________________________________
MULTIPLEXOR SERVICE FOR SDH
- - Connection Pounds Sterling 584.00
per 2 Mbit/s
- - Rental Pounds
Sterling 122.50.00 per
2 Mbit/s p.a. (3a)
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DESCRIPTION INTERIM
CHARGE
_______________________________________________________________________________________________
INTERCONNECTION EXTENSION CIRCUIT (IEC)
- - Connection Pounds Sterling 440.87 per 2
Mbit/s
- - Rental - Fixed Element Pounds Sterling 3253.26 per
2 Mbit/s p.a. (3a)
- - plus Rental - per Km charge Pounds Sterling 43.6 2 per 2 M/bits
p.a. (3a & 7)
_______________________________________________________________________________________________
RE-ARRANGEMENTS (6)
- - of a Route Type Pounds Sterling 514.00 per
Traffic Route
- - of a Signalling Link Set, including one Route Pounds Sterling 874.00 per 2x2
Type, to a different BT Switch Connection. Mbit/s
- - of an additional Route Type to a different Pounds Sterling 416.00 per
Traffic Route
BT Switch Connection.
- - of an Intrabuilding Link to a different Pounds Sterling 514.00 per 2
Mbit/s
BT Switch Connection.
- - of a Signalling Link Set, including one Route Pounds Sterling 1791.00 per 2x2
Type, to a different Operator Switch Connection. Mbit/s
- - of an additional Route Type to a different Pounds Sterling 416.00 per
Traffic Route
Operator Switch Connection.
- - of an Intrabuilding Link to a different Pounds Sterling 972.00 per 2
Mbit/s
Operator Switch Connection.
Operator Switch modification due to BT bearer change Pounds Sterling 626.00 per 2Mbit/s
_______________________________________________________________________________________________
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NOTES :
1) Distance charged will be radial distance between relevant buildings and the
Point of Connection.
2) Or part thereof, ignoring the first 100 metres.
3a) Rental is payable annually in advance.
3b) Rental is payable annually in arrears.
4) Distance charged will be actual distance.
5) Charges to be met by the Party requesting the Capacity re-arrangement.
6) Rental charges will continue to apply to re-arranged links.
7) Distance charged will be the radial distance between the relevant building
and the Remote Switch.
8) The rental is calculated in accordance with Schedule 01 paragraph 11.
9) If an IBL contains a Signalling Link supporting unidirectional traffic,
that IBL charge is contained within the unidirectional Signalling Link Set
Charge applicable to that Signalling link
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ANNEX 3
FINANCIAL YEAR IN QUESTION 01/4/96 TO 31/03/97
NYNEX CABLECOMMS BOLTON
SCHEDULE 546
The charges specified from time to time in the Carrier Price List for Schedule
541 shall apply to Calls under Schedule 546.
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<PAGE> 31
_______________________________________________________________________________
General Manager Interconnect,
NYNEX Cablecomms Bolton
The Tolworth Tower
Ewell Road
Surbiton
Surrey KT6 7ED
1996
Dear Sir,
STANDARD INTERCONNECT AGREEMENT BETWEEN NYNEX CABLECOMMS BOLTON AND BRITISH
TELECOMMUNICATIONS PLC DATED OF 1996
We have, today, entered into an Interconnect Agreement "the Agreement" which
provides for a process for the review and possible determination of certain
matters. This letter is an agreement, pursuant to paragraph 19.1.3 of the main
body of the Agreement, to the effect that those matters set out in the annex to
this letter shall be reviewed. This annex sets out the title and probable part
of the contract text of the matter to be reviewed in column 1, the period of
time for reaching agreement in substituton of the period of time referred to in
paragraph 20.1 in column 2 and brief details of the matter to be reviewed in
column 3.
This letter is a review notice in relation to such matters for the purposes of
paragraph 19.2 where the deemed date of service of the review notice shall be 1
April 1996. If we fail to reach agreement in respect of a matter in column 1
of the annex within the time period set out alongside it in column 2, then
either of us may, where appropriate, request in writing the Director General of
Telecommunications to make a determination. Where the matter is of a financial
nature the effective date of the agreements or determinations shall be 1 April
1996. For all other matters the effective date shall be the date when any
amendment to give effect to such agreement or determination is incorporated
into the Agreement.
Secondly, this letter acknowledges that there are other matters deserving of
further consideration between BT and the OLO Group. It is our intention to set
up a Forum, the purpose of which will be to continue the discussion process
which preceded the coming into being of the Agreement. The initial agreed set
of issues to be dealt with by this Forum are those contained in the annex but
we also agree that either of us may table other issues for discussion. As and
when any issue is agreed between us, we will incorporate such agreement into
the Agreement entered into today (as the same may have been amended by us
subsequently).
Thirdly, BT acknowledges that changes to the Agreement will be made available
to all operators, whether such changes are brought about as a consequence of
agreement following a review or as a consequence of determination by the
Director General.
Yours faithfully, Agreed and accepted
__________________________________ __________________________________
For and on behalf of For and on behalf of
BRITISH TELECOMMUNICATIONS PLC NYNEX CABLECOMMS BOLTON
_______________________________________________________________________________
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ANNEX
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ISSUE PERIOD OF TIME DETAILS OF ISSUES
FOR REVIEW
____________________________________________________________________________________________________________________________
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Interim Prices for New Services One day The Operator believes that where agreement cannot be reached, the
(Main Body paragraph 8) temporary interconnect prices, for conveying calls to a new PSTN
services should be established by the Operator launching the service
in question. This would be a reciprocal arrangement. In each case
the matter could be referred in due course to OFTEL for
determination of the price.
Both Parties would, of course, remain free to set retail charges
for new services as they see fit (subject to relevant fair trading
constraints within their respective Licences).
BT and the Operator have been unable to agree that the Party
launching the service should establish the temporary
interconnect charges, in all instances.
____________________________________________________________________________________________________________________________
0800 Number Range digit length 2 months BT currently operates 6 digit 0800 numbers. BT's current access
(Schedule 110 and 311) service is based upon seven digit 0800 numbers for OLOs. The
Operator would like a method to be adopted to enable BT or the
Operator to use either 6 or 7 digits.
____________________________________________________________________________________________________________________________
Connection Charges for CSI 1 month The Operator believes that no connection charges should be payable
provided under paragraph 3.2 for CSI for BT's use provided under the circumstances set out
of the Main Body in paragraph 3.2 of the Main Body.
____________________________________________________________________________________________________________________________
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ANNEX
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_______________________________________________________________________________________________________________________________
ISSUE PERIOD OF TIME REVIEW NOTICE
FOR REVIEW
_______________________________________________________________________________________________________________________________
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ISI "bothway" (Schedule 01) 6 months The Parties agree that this is a new product for which the detailed
requirements are yet to be developed. The basic requirement is for
both Parties' traffic to be carried in the same Traffic Routes on ISI.
Whilst technically feasible, work needs to be undertaken to ensure
that each Party's Calls cannot be inadvertently "blocked" by the
other and to develop appropriate billing mechanisms.
_______________________________________________________________________________________________________________________________
Charging for 0800 Calls 2 months BT maintains that where the Operator charges its customer for access
(Schedule 110 and 311) to 0800 calls it should be obliged to inform the customer. The
Operator does not see the need for the contract to impose this
requirement.
_______________________________________________________________________________________________________________________________
DMA timescales (Schedule 140) 6 months The Operator wishes to have a DMA process that is faster than the
current process either for all or some DMAs.
_______________________________________________________________________________________________________________________________
DMA Abatement of Charges 6 months The Operator seeks financial compensation for late or incorrect
(Schedule 140) DMAs. BT believes the Operator already has a right to compensation
for damage under the contract. Any form of abatement would be a
disincentive to the faster process requested.
_______________________________________________________________________________________________________________________________
NIS Abatement of Charges 6 months The Operator seeks financial compensation for late or incorrect entries
(Schedule 150) into NIS. In such event BT would require payment for work
associated with rejecting erroneous entries. BT is currently
developing a new product to enable the Operator to enter its customer
details into NIS.
_______________________________________________________________________________________________________________________________
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ANNEX
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___________________________________________________________________________________________________________________________
ISSUE PERIOD OF TIME REVIEW NOTICE
FOR REVIEW
____________________________________________________________________________________________________________________________
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CSI Separation (Schedule 130) 6 months The Parties agree that this is a product that needs a new product
definition and price.
___________________________________________________________________________________________________________________________
NIS Charges (Schedule 150) 12 months NIS charging is being considered by OFTEL as part of the review of
the Use of Directory Information. The results of this may need to
be accommodated in the Agreement.
___________________________________________________________________________________________________________________________
Duct Charges (Schedule 01 6 months BT charges for duct are the BT retail charges. The Operator
and 130) disputes this basis. The OFTEL consultation on duct and pole sharing
is considering this issue. The results may need to be accommodated
into the Agreement.
___________________________________________________________________________________________________________________________
IDD charges where the 2 months BT charges for IDD for routes where the Operator is providing
Operator has an service under its own licence are retail rates. The Operator believes
International or ISR that the "condition 13" IDD rates should apply.
Licence (Schedule 104)
___________________________________________________________________________________________________________________________
DMA Charges (Schedule 140) 9 months This issue is whether charges should be levied for any or all DMA
requested in the other Party's network. The Parties may continue
discussing this matter in connection with the other DMA issues
noted above. This is being addressed by OFTEL as part of a review
of residual structural barriers. The results may need to be
built into the contract.
___________________________________________________________________________________________________________________________
New Services Notice Periods 3 months Where either Party launches a PSTN service with obligatory access,
for PSTN services (Main Body (such as a new value added service) it should provide notice to
para 8) the other Party to enable access from the other Party's customers.
Such period of time needs to be agreed.
___________________________________________________________________________________________________________________________
New Services Notice Periods 12 months The notice period of the launch of new services is planned to be
for NON PSTN services considered by the IPF Sub Group. The results of this may need to
(Main Body para 8) be built into the Agreement.
___________________________________________________________________________________________________________________________
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<NAME> NYNEX CABLE COMMS GROUP INC.
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<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
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<RECEIVABLES> 29,231
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<CURRENT-LIABILITIES> 104,001
<BONDS> 283,223
0
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<COMMON> 98,270
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