Conditions For Contact Central On Demand 12 Month Term

Relevant CUSTOMER Entity (the Customer) Relevant BT Entity (BT)

CUSTOMER Registered Address

BT Registered Address

CUSTOMER Contact 1 Name: First: Title: Telephone: Fax: Email: Surname:

BT Contact Name: First: Title: Telephone: Fax: Email: Surname:

CUSTOMER Billing Address Address:

Country: Postcode:

Note that this contract may be stored on an electronic database which may or may not be accessible outside this country

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Conditions For Contact Central On Demand 12 Month Term

GENERAL TERMS AND CONDITIONS CONTENTS Clause 1 Definitions and Interpretation Clause 2 Order of Precedence Clause 3 Provision of Service Clause 4 Third Party Service Providers Clause 5 Use of the Service Clause 6 Charges Clause 7 BT Equipment and BT Provided Equipment Clause 8 Access and Site Regulations Clause 9 Connection of Customer Equipment to the Service Clause 10 Intellectual Property Clause 11 Intellectual Property Indemnities Clause 12 Limitation of Liability Clause 13 Confidentiality Clause 14 Publicity Clause 15 Force Majeure: Matters Beyond the Reasonable Control of Either Party Clause 16 Dispute Resolution Clause 17 Termination Clause 18 Export Control Clause 19 Notices Clause 20 Assignment Clause 21 Governing Law and Jurisdiction Clause 22 Changes to this Agreement Clause 23 Miscellaneous Provisions

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Clause 1 Definitions and Interpretation In these General Terms and Conditions the following definitions apply: Affiliate of a Party means in relation to a Party (i) any entity under the control of such Party; and (ii) any entity controlling such Party; and (iii) any other entity under the control of a controlling entity under paragraph (ii). BT means the relevant BT entity signing up to this Agreement. BTA means BT Americas Inc., a Delaware corporation with a place of business at 350 Madison Avenue, New York, New York 10017, U.S.A. BT Equipment means equipment (including any Software) owned or licensed by BT and placed on the Customers premises by BT for provision of the Service. BT Provided Equipment means equipment sold to the Customer under this Agreement (including Software licensed to the Customer). Business Day means Mondays through Fridays, inclusive, but does not include national, public, or bank holidays in the country or locality where the relevant action is to be taken. If the day on or by which anything is to be done is not a Business Day, that thing must be done on or by the next Business Day. Charges means the fees payable for Service under this Agreement and as further defined in the Service Schedule, and/or the Order Form(s). Confidential Information means all documentation, technical information, Software, business information or other materials of a confidential nature and/or that are disclosed in confidence by either Party to the other during the term of this Agreement. Content means information made available, displayed or transmitted in connection with a Service (including, without limitation, information made available by means of an HTML hyperlink, third party posting or similar means) including all trademarks, service marks and domain names contained in such information, as well as the contents of any bulletin boards or chat forums, and all upgrades, updates, modifications and other versions of any of the foregoing. Customer means the relevant Customer entity named on the cover page or on the Order Form as the case may be. BT may accept instructions from a person who BT reasonably believes is acting with the Customers authority or knowledge. Customer Equipment means equipment (including Software embedded in or run on such equipment), other than BT Equipment, used by the Customer in connection with the Services. Dispute means any disagreement, conflict or claims arising out of or in connection with the Agreement or its validity. General Terms and Conditions means Clauses 1 to 23 (inclusive) of this Agreement. Mark(s) means a trademark, service mark, trade name, logo or other indicia of origin that serves to identify a Party, its products or services. Monthly Average Rate means the arithmetic mean of the closing spot rates for a given month. The closing spot rate means the world markets Company Closing Spot Rate taken from Reuters at 4pm GMT, as published in the Financial Times in London the following day.

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Conditions For Contact Central On Demand 12 Month Term

Operational Service Date means the date on which any Service or part of a Service is first made available to the Customer by BT or the date when the Customer first starts to use such Service (or part of the Service), whichever date is earlier. Order means an Order Form completed with all necessary information signed by both Parties. Party means either BT or the Customer; Parties means both BT and the Customer. Personal Data has the same meaning as defined in Directive 95/46/EC of the European Parliament and Council. Service means the Contact Central On Demand service as described in the Service Schedule and, as further specified in the Order Form(s). Service Schedule means a schedule that is appended to this Agreement which describes the Service to be provided to the Customer, any commitments to purchase the Service and any specific rates, terms and conditions for the provision of that Service to the Customer. Site means the place at which BT agrees to provide Service. Software has the meaning given to it in Clause 10 of the General Terms and Conditions. Tariff means a document required to be filed by BT, an Affiliate of BT or a subcontractor with a governmental agency, setting forth the terms, conditions, and/or rates on which a service is offered, which rates, terms and conditions must be observed in the course of provision of a Service. Tariff Country means a country in which BT is obliged by the applicable legislation or regulation to file a Tariff. Tariffed Service means a Service provided to a Customer pursuant to a Tariff. Third Party Service Agreement means an agreement between the Customer and a third party service provider entered into pursuant to this Agreement as more specifically described in Clause 4. User means anyone who is properly permitted by the Customer to use or access the Service purchased by the Customer. In this Agreement headings and bold type are for convenience only and do not affect the interpretation of this Agreement and, unless the context otherwise requires: (a) references to the Recitals, Parties, Service Schedule and Clauses are references respectively to the Recitals, Parties, Service Schedule and Clauses to and of this Agreement; words importing the singular include the plural and vice-versa;

(b)

Clause 2 Order of Precedence In the event of a conflict between the terms of the Agreement, the order of precedence shall be as follows: (a) (b) (c) (d) Tariff (where applicable) Service Schedule General Terms and Conditions Order
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Clause 3 Provision of Service 3.1 BT agrees to provide the Customer with the Service described in the Service Schedule or in the specific Order(s) from the Operational Service Date.The Customer may order Services under this Agreement by an Order signed by the Parties. BT will repair faults in the Service in accordance with the Service Schedule. Provided BT gives the Customer as much notice as reasonably practicable, BT may occasionally: (a) suspend the Service in an event of emergency and/or to safeguard the integrity and security of its network and/or repair or enhance the performance of its network; or for operational reasons, change the technical specification of the Service, provided that any such change does not materially decrease or impair performance of the Service.

3.2 3.3

b)

3.4

The Customer will comply with BTs reasonable requests which are necessary for reasons of health, security, safety or the quality and/or performance of any Service provided to the Customer.

Clause 4 Third Party Service Providers It may be necessary in certain jurisdictions, e.g. for regulatory or licensing, or tax reasons, for the Customer to obtain the Service, or part of the Service, directly from a third party service provider pursuant to a separate agreement (Third Party Service Agreement). Should BT manage the Third Party Service Agreement on behalf of the Customer, it will only do so as an agent of the Customer whereby its responsibility will be limited to performance of the specific obligations as set forth in the Service Schedule and it will not assume any liability under the Third Party Service Agreement. Clause 5 Use of the Service 5.1 The Customer may use the Service for its own purposes, provided that: (a) the Customer complies with the terms of any telecommunications legislation, including applicable Tariffs, or any licence applicable to the Customer in any country where Service is provided; and the Customer or any User does not use the Service to send any communication which is illegal; and the Customer shall remain responsible for any access and use of the Service by its Users, all charges incurred and compliance with all terms and conditions by it and its Users under this Agreement; and the Customer ensures that its list of Users is kept current, and that the Customer terminates access immediately for anyone who is no longer a User.

(b)

(c)

(d)

5.2

So far as may be permitted by relevant law or regulation, it is agreed that BT will have no liability and the Customer will make no claim in respect of any matter arising from any use of the Service which is contrary to the provisions of Clause 5.1 and/or BTs specific reasonable instructions, such instructions to be provided in writing under the notice provisions of Clause 19 of these General Terms and Conditions. Except as may be otherwise specifically provided under this Agreement, the

5,3

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obligations and responsibilities of BT under this Agreement are solely to the Customer and not to any third party, including any other User. The Customer will keep harmless and will indemnify BT, its officers, Affiliates, employees, agents and subcontractors against any liabilities or costs arising from any and all claims by any third party including Users in connection with the use of the Services. Clause 6 Charges 6.1 The Charges for the Service are reflected in the Order Form and will be calculated in accordance with the Service Schedule. Charging will begin on the Operational Service Date. Charges for use of the Service will be calculated in accordance with details recorded by, or on behalf of, BT. The Customer must pay all Charges for the Services within thirty (30) days of the date of BTs invoice, without any set-off, counterclaim or deduction. Where applicable, BT may set-off any amounts it owes to the Customer against any amounts owed by the Customer to BT under this Agreement. BT may, in its discretion, add interest charges, from the due date, to any past due amounts at a per annum rate of 7 percentage points above the base lending rate of the European Central Bank, compounded daily. Unless provided otherwise in the Service Schedule, BT will invoice Charges in Pounds sterling and the Customer will pay all Charges in Pounds sterling. Charges are exclusive of applicable value-added, sales, use, excise, customs duties or other taxes, fees or surcharges (including, but not limited to regulatory fees or surcharges) (Taxes), relating to the sale, purchase, transfer of ownership, delivery, installation, license, use or processing of BT Equipment and/or BT Provided Equipment or provision of the Service under this Agreement. The Customer will pay all such Taxes including those paid or payable by BT and any related interest and penalties, for goods or services supplied under this Agreement, except to the extent a valid exemption certificate is provided by the Customer to BT prior to the delivery of Service. In the event that payment of any amount of the Charges becomes subject to withholding tax, levy or similar payment obligation on sums due to BT under this Agreement such withholding tax amounts shall be borne and paid for by the Customer in addition to the sums due to BT. The Customer will provide BT free of charge with the appropriate certificate(s) from the relevant authorities confirming the amount of the withholding taxes, levies or similar payments borne and paid for by the Customer. At the Customers written request, BT will consider whether it is practicable (taking into account capability and the cost of doing so) to render invoices in a currency other than Pounds Sterling. If BT considers that it is practicable to do so, it will invoice in local currency and Charges will be due in local currency provided, however, that the Customers invoices will be calculated in Pounds Sterling and charges for individual items will continue to be shown in Pounds Sterling. The total sum due to BT (inclusive of applicable Taxes) will be converted by BT to the Customers currency of choice at the Monthly Average Rate on the date that the invoice is issued, or any other conversion rate as agreed in writing by the Parties. The Customer will promptly, but in no event later than fourteen (14) days from the date of invoice, notify BT in writing of any disputed invoice, together with all information relevant to the Dispute, including the account numbers, circuit identification, and trouble ticket numbers, if any, and an explanation of the amount disputed and the reasons. The Customer must pay all undisputed amounts in accordance with Clause 6.2 unless the Disputed amount is less than 5% of the total invoice amount in which case the total invoice amount shall be due and payable by the due date. Disputes shall be resolved promptly and the resolved amount, if any, payable within fourteen (14) Business Days after resolution. Interest will accrue from
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6.2

6.3

6.4

6.5

6.6

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the due date on subsequent payments of amounts withheld or credits on overpayments refunded. Where the Disputed amount is more than 5% of the total invoice amount, the Customer shall place funds equivalent to that portion of the invoice which is under dispute into an Escrow Account at the time it would otherwise be required to make payment to BT in accordance with this Clause 6. The Parties shall resolve all disputed invoices using Dispute Resolution in accordance with Clause 16. Upon resolution of the Dispute, the funds shall be withdrawn from the Escrow Account and paid to the appropriate Party. The interest accrued on the funds in the Escrow Account shall be paid to the appropriate Party at the same time and on the same basis as the Disputed amounts are paid. Escrow Account shall mean an account with a reputable Bank as reasonably specified by BT, established jointly by the Customer and BT, accruing interest at a variable rate equal to that which the selected Bank certifies it would normally pay to a commercial customer depositing the amount credited to such account. 6.7 Without prejudice to any other provision of this Agreement, if the Customer fails to pay any sums due in accordance with the terms of this Agreement, BT may, at its option on fourteen (14) days written notice to the Customer: (a) restrict, suspend or terminate provision of the Service and BT shall be released from its obligations under this Agreement with respect to such Service until any balance due is paid or until such other material breach is remedied; and/or as an exception to Clause 16, terminate this Agreement without liability to or right to compensation for the Customer and without prejudice to BTs rights to be paid sums due.

(b)

6.8

Unless otherwise agreed in writing, lack of Customer references on the invoice shall not constitute a valid reason by the Customer to withhold payment due under the invoice. The Customer shall make payment in accordance with the details shown on the invoice and where the Customer makes an aggregated payment in respect of more than one invoice, the Customer shall submit a remittance slip to show amounts paid in relation to individual invoices.

Clause 7 BT Equipment and BT Provided Equipment 7.1 If BT Equipment or BT Provided Equipment is required to be installed at a Site to enable BT to provide the Service, the Customer will prior to installation at its own expense: (a) obtain all necessary consents, including consents for any necessary alterations to buildings; provide a suitable and safe working environment, including all necessary trunking, conduits and cable trays, in accordance with the relevant installation standards; provide any electricity and telecommunication connection points required by BT; and provide any openings in buildings required to connect such Equipment to appropriate transport facilities.

(b)

(c)

(d)

The above actions must be completed in advance of any installation work by BT. 7.2 The Customer is responsible for the BT Equipment and must not move, add to, modify or in any way interfere with the BT Equipment, nor allow anyone else (other than someone authorised by BT) to do so. The Customer will be liable to BT for any

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loss of or damage to the BT Equipment, except where the loss or damage is due to fair wear and tear or is caused by BT or anyone acting on BTs behalf. 7.3 Risk in all BT Provided Equipment shall pass to the Customer on delivery to the Customer by BT in accordance with the terms of this Agreement, unless otherwise agreed. Title in all BT Provided Equipment shall not pass to the Customer until payment has been received in full.

Clause 8 Access and Site Regulations The Customer will, upon reasonable notification from BT, allow BT, its employees, agents and subcontractors access to the Customers premises or to the Site as may be reasonably necessary for the performance by BT under this Agreement, including the installation of BT Equipment or BT Provided Equipment and maintenance, recovery or removal of any BT Equipment. BT will use reasonable care in removal of BT Equipment and leave the premises in its original condition. BT, its employees, agents and subcontractors, shall observe the Customers reasonable site regulations previously advised in writing to BT. Clause 9 Connection of Customer Equipment to the Service 9.1 The Customer must ensure that any Customer Equipment connected to or used with the Service is connected and used in accordance with any instructions, safety and security procedures applicable to the use of that equipment. The Customer must ensure that any Customer Equipment attached (directly or indirectly) to the Service by the Customer is technically compatible with the Service and approved for that purpose under any applicable law or regulation. In the case of BT Provided Equipment sold for the purpose of the Customers use with the Service, the Customer may rely upon BTs representations as to such compatibility and compliance, as of the date of provision.

9.2

Clause 10 Intellectual Property 10.1 Ownership of and all intellectual property rights in any BT Equipment, software, operating manuals and associated documentation, made available as part of any Service or otherwise generated by or for BT in connection with this Agreement, shall remain the property of BT or its licensors. BT will grant the Customer a personal, non-transferable and non-exclusive licence to use and to permit its Users to use, in object code form, all software and associated written and electronic documentation and data furnished by BT pursuant to this Agreement (Software), solely as necessary for receipt of the Service and solely in accordance with this Agreement and the applicable written and electronic documentation. The term of any licence granted by BT pursuant to this Clause 10.1 is co-terminus with the term for the Service with which the Software is associated. The Customer must not, without BTs prior written consent, copy or download the Software and must promptly return all tangible material relating to the Software to BT following termination of a Service or this Agreement whichever takes place earliest unless required under applicable law and/or regulation and unless the material is required for the provision of a Service which is still being provided to the Customer at the time of termination of the Agreement. The Customer must not take any steps to modify the Software, or reverse assemble, reverse compile (except as permitted by applicable law) or otherwise derive a source code version of the Software. The Software is and will remain the sole and exclusive property of BT or its supplier. Neither Party acquires any rights to the other Partys patents, copyrights or other intellectual property under this Agreement except the limited rights necessary to perform its obligations under this Agreement. Neither Party may use any Marks of the other Party.
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10.2

10.3

10.4

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10.5 BT warrants that it has all rights, authorisations and licences required to provide the Services and Software licences granted to the Customer.

Clause 11 Intellectual Property Indemnities 11.1 BT will defend, indemnify and hold the Customer harmless against all claims and proceedings arising from alleged infringement of any third partys intellectual property rights by reason of BTs provision of the Service. As a condition of this indemnity the Customer must: (a) (b) (c) notify BT promptly in writing of any allegation of infringement; make no admission relating to the infringement; allow BT to conduct all negotiations and proceedings and give BT all reasonable assistance in doing so (BT will pay the Customers reasonable expenses for such assistance); and allow BT to modify or replace the Service, or any item provided as part of the Service, so as to avoid the infringement, provided that the modification or replacement does not materially adversely affect the performance of the Service.

(d)

11.2

If the Service becomes, or BT believes it is likely to become, the subject of an allegation or claim for infringement of any intellectual property rights as referred to in Clause 11.1, BT, at its option and expense, may secure for the Customer a right of continued use or modify or replace the Service, as set forth in Clause 11.1(d), so that it is no longer infringing. If neither of those remedies is available to BT on reasonable terms, BT may so notify the Customer and terminate such infringing Service without penalty to either Party. Without prejudice to the provisions of the applicable law, the indemnity and remedies in Clauses 11.1 and 11.2 are the exclusive remedies for claims of infringement and do not apply to claims for infringements related to the Customers or Users Content in connection with the Service, the use of the Service in conjunction with other equipment, software or services not supplied by BT or to infringements occasioned by work done by BT in accordance with directions or specifications given by the Customer or designs made by, or on behalf of, the Customer, including any part of the Service designed to the Customers specifications. The Customer will indemnify and hold BT harmless against all claims, proceedings and expenses arising from such infringements and will immediately cease any activity which gives rise to the alleged infringement. The limitations and exclusions of liability contained in Clause 12, do not apply to this Clause 11.

11.3

11.4

Clause 12 Limitation of Liability 12.1 Neither Party excludes or restricts in any way its liability for death or personal injury resulting from its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or for fraudulent misrepresentation. Subject to Clause 12.1, neither Party shall be liable to the other or to any third party, (whether in contract, tort, under statute or otherwise (including in each case negligence)) for any of the following types of loss or damage arising under or in relation to this Agreement or any part of it (including without limitation the Service Schedule or Order Form):

12.2

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a) any loss of profits, business contracts, anticipated savings, goodwill, or revenue; and/or any loss or corruption or destruction of data; and/or any special, indirect or consequential loss or damage whatsoever; and/or any loss arising from the transmission of viruses,

b) c) d)

whether or not that Party was advised in advance of the possibility of such loss or damage.

12.3

If a Party is in breach of any obligations under this Agreement (or any part of it) to the other Party or if any other liability is arising (including liability for negligence or breach of statutory duty) then, subject to Clauses 12.1, 12.2, and any limitation of liability set out in the Service Schedule, such Partys liability to the other Party shall be limited to 1,000,000 for any one event or series of connected events and to 2,000,000 for all events (connected or unconnected) in any period of twelve (12) consecutive calendar months. BT shall implement reasonable precautions to prevent any unauthorised access by third parties to any part of the telecommunications network used to provide Service to the Customer, but BT shall not be liable for any loss or damage sustained by the Customer in the event of any unauthorised access in spite of BTs reasonable precautions.

12.4

Clause 13 Confidentiality 13.1 BT and the Customer shall keep in confidence all Confidential Information obtained under this Agreement and shall not divulge the same to any person (other than their own or their Affiliates employees and professional advisors who need to know the information) without the consent of the other Party. This Clause 13 shall not apply to information which is: (a) (b) in the public domain other than in breach of this Agreement; in the possession of the receiving Party before such divulgence has taken place; obtained from a third party who is free to divulge the same; or legally required to be disclosed.

13.2

(c) (d) 13.3

The receiving Party must, for a period of three (3) years following the expiration or termination of this Agreement (except in the case of Software, which shall be for an indefinite period) keep such Confidential Information in confidence and use the Confidential Information only for the purposes of performing this Agreement. It is acknowledged by the Parties that a violation of this Clause 13 would cause irreparable harm to the disclosing Party, for which monetary damages would be inadequate and injunctive relief may be available for a breach of this Clause.

13.4

Clause 14 Publicity 14.1 Notwithstanding the provisions of Clause 10.4 of this Agreement, upon signature of this Agreement, the Parties are entitled to announce publicly the fact that they have entered into this Agreement for the provision of the Service. Any other publicity, announcements and /or press releases about or in relation to the Agreement will
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require the prior written consent of the other Party which shall not be unreasonably withheld or delayed. 14.2 Subject to the provisions of Clause 14.1, neither Party may publish or use any advertising, sales promotions, press releases or other publicity which uses the Marks of the other Party or its Affiliates in connection with this Agreement or any Service provided under this Agreement, without the prior written approval of the other Party which shall not unreasonably be withheld.

Clause 15 Force Majeure: Matters beyond the Reasonable Control of Either Party 15.1 Neither Party shall be liable for failure to perform its obligations caused by or resulting from force majeure which shall include, but not be limited to events which are unpredictable, unforeseeable, irresistible and beyond the Parties control, such as any extremely severe weather, flood, landslide, earthquake, storm, lightning, fire, subsidence, epidemic, acts of terrorism, outbreak of military hostilities (whether or not war is declared), riot, explosions, strikes or other labour unrest, civil disturbance, sabotage, expropriation by governmental authorities or other act or any event that is outside the reasonable control of the concerned Party (Force Majeure Event). In the event of: (a) a refusal or delay by a third person to supply a telecommunications service to BT and where there is no alternative service available at reasonable cost; or BT being prevented by restrictions of a legal or regulatory nature from supplying the Service,

15.2

(b)

BT will have no liability to the Customer for failure to supply the Service. Clause 16 Dispute Resolution The Parties shall endeavour to amicably resolve any Dispute arising out of or in connection with this Agreement. Any and all Disputes in respect of this Agreement shall be dealt with in accordance with this Clause 16. 16.1 Informal Dispute Resolution

16.1.1 Level I: The Parties agree to aim to work out a settlement within thirty (30) days following the day of written notification of the Dispute. As soon as it becomes apparent to either Party that an agreement cannot be reached, latest at the end of the thirty (30) day period, the Parties shall immediately sign a document marked without prejudice, containing information on what has been agreed and what remains in dispute between them on the date at which the negotiations failed, but either Party can initiate Level II proceedings whether or not such document was signed. 16.1.2 Level II: No later than two weeks after Level II proceedings have been initiated representatives of both Parties shall meet in person. In the event the Parties do not meet or if during two weeks after such meeting and latest four weeks after Level II proceedings have been initiated, an agreement has not been reached, the Dispute shall be submitted to mandatory mediation under the CEDR rules then in effect. 16.2 Formal Dispute Resolution 16.2.1 Failing such amicable settlement, or settlement upon mediation, all Disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by an arbitrator appointed by the Parties or in default in accordance with the said Rules.
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(a) The arbitral tribunal shall consist of a sole arbitrator unless the International Court of Arbitration decides otherwise. The law to be applied to the merits of the Dispute will be English law. Despite any regulation in the Rules, the arbitrators may not limit, expand or otherwise modify the terms of this Agreement. The arbitrators shall not have the authority to award punitive or other noncompensatory damages to either Party. The arbitrators shall not have a power to award any damages in excess of the limits set forth in this Agreement. Any award of the arbitrators shall be in writing and shall state the detailed reasons for the award. Each Party shall bear its own arbitration costs and expenses and equally share any neutral costs of arbitration. The seat of the arbitration shall be London, England. The award of the arbitrator shall be final and binding on both Parties. The Parties, their representatives, other participants and arbitrators shall hold the existence, content and results of arbitration in confidence. The language of the arbitration shall be English. Pending the outcome of any proceedings under this Clause, neither Party shall suspend performance (in whole or in part) of any of its obligations under this Agreement.

(b) (c)

(d)

(e)

(f) (g)

16.2.2 Despite the above, Disputes which fall under the competence of the competent national regulator or any other competent government authority, may be brought before these regulatory/government authorities by either Party. 16.3 Other Competent Authorities, Summary Process and Ancillary Relief: Notwithstanding the above, at any time, without reference to the Informal or Formal Dispute Resolution procedure in Clause 16.1 and 16.2 above (i) Disputes which fall under the competence of the competent national regulator or any other competent government authority, may be brought before these regulatory/government authorities by either Party; and (ii) either Party may take steps to preserve or enforce any right or remedy that it may avail itself of for interim relief including, without limitation, an order for preservation of assets, the production and preservation of documents or any other appropriate interim relief that may be available from a court of competent jurisdiction.

Clause 17 Termination 17.1 Except if otherwise specified in the, the Service Schedule( or any applicable Order Form either Party may terminate the Service provided under this Agreement at the end of its Minimum Period of Service, upon ninety (90) days written notice to the other subject to payment by the Customer to BT of any outstanding Charges, including connection and/or disconnection Charges, for the Service(s) so terminated. Either Party may immediately by notice terminate Service and/or the Agreement if one of the following events occurs: (a) the other Party commits a material breach or has failed to perform any obligation under this Agreement and, to the extent that performance is not permanently or temporarily impossible due to a Force Majeure Event, no performance has taken place within thirty (30) days after the terminating Party has given its notice of default; or
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17.2

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(b) if any Force Majeure Event or matter beyond the other Partys reasonable control as set forth in Clause 15.2 prevents the performance of the whole or a substantial part of the other Party's obligations in relation to that Service for a continuous period of thirty (30) days after the date on which it should have been performed; or any governmental or regulatory authority with competence and/or jurisdiction over the Parties decides that the provision of the Service under this Agreement is contrary to existing laws, rules or regulations or any decision, law or other official governmental order makes the provision of the Services illegitimate. In such case no damages shall be due; or any of the authorisations or regulatory formalities required was or is not obtained, withdrawn or is no longer valid, for whatever reason; except that any authorisation or regulatory formalities that are not obtained, withdrawn or no longer valid due to the negligence or wilful misconduct of a Party, or due to a Party breaching the terms of said authorisations or regulatory formalities shall be considered a material breach of this Agreement and the Party causing such breach shall not be entitled to terminate this Agreement pursuant to this Clause 17; or if the other Party is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or if any of its assets are the subject of any form of seizure, or goes into liquidation, either voluntary (otherwise than for reconstruction or amalgamation) or compulsory or if a receiver or administrator is appointed over its assets (or the equivalent of any such event in the jurisdiction of such other Party).

(c)

(d)

(e)

17.3

Upon termination of this Agreement (or the Service provided under it): (a) the rights of the Parties accrued up to the date of such termination shall remain unaffected; and the Customer shall co-operate fully with BT to recover any BT Equipment.

(b) 17.4

BT may suspend Service or terminate this Agreement immediately on notice to the Customer where the Customer is in breach of this Agreement or any other contract that the Customer has with BT and if the breach is capable of remedy, fails to remedy the breach within a reasonable time of being requested by BT to do so.

Clause 18 Export Control The Parties acknowledge that products, Software, and technical information (including, but not limited to, Service, technical assistance and training) provided under this Agreement may be subject to export laws and regulations of the USA and other countries, and any use or transfer of the products, Software, and technical information must be in compliance with all applicable regulations. The Parties will not use, distribute, transfer, or transmit the products, Software, or technical information (even if incorporated into other products) except in compliance with all applicable export regulations. If requested by either Party, the other Party also agrees to sign written assurances and other export-related documents as may be required to comply with all applicable export regulations. Clause 19 Notices 19.1 Except for notices given in accordance with Clause 3.3(a), all notices given under this Agreement shall be in writing, in the English language, unless the Parties agree otherwise or local law and regulations provide for differently, and shall be sent by prepaid post, facsimile or email to the following addresses:
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(a) To BT at the Registered Address shown on the Cover Page (or to any other address and addressee which BT has given to the Customer for that purpose), or to a facsimile number or email address as advised by BT to the Customer. BT shall confirm receipt of facsimiles and email as soon as reasonably possible. To the Customer at the Registered Address (or to any other address and addressee which the Customer has given to BT for that purpose), or to a facsimile number or email address as advised by the Customer to BT. The Customer shall confirm receipt of facsimiles and email as soon as reasonably possible.

(b)

19.2

Notices given under this Agreement are deemed to be given by the sender and received by the addressee: (a) if sent by prepaid post or by email, three (3) Business Days from and including the date of postage; or if sent by facsimile, when transmitted to the addressee; but if transmission is on a day which is not a Business Day or after 4p.m in the addressees time zone, it is deemed to be duly given and received on the next Business Day.

(b)

Clause 20 Assignment 20.1 Either Party reserves the right to assign all or part of the Agreement at any time to any Affiliate which can sufficiently execute the obligations under the Agreement, subject to providing the other Party a prior written notice of such assignment. Any assignment to a person other than an Affiliate requires the prior written agreement of the other Party, which shall not be unreasonably withheld. This Agreement will be binding on, and inure to the benefit of, the Parties and their successors and permitted assigns. BT may subcontract the performance of any of its obligations under this Agreement, but without relieving BT from any of its obligations to the Customer. The Customer agrees and understands that it may need to interact directly with a subcontractor for ordering, provisioning or maintaining the subcontracted Service.

20.2

20.3

Clause 21 Governing Law and Jurisdiction This Agreement and any claims or Disputes arising out of, relating to or in connection with it, as well as the arbitration procedure, shall be governed by and construed in accordance with the laws of England. Clause 22 Changes to this Agreement This Agreement, the Service Schedule or any Order will not be amended, modified or supplemented except by a document in writing signed by authorised representatives of both Parties. Clause 23 Miscellaneous Provisions 23.1 Entire Agreement: This Agreement supersedes all prior oral or written understandings and/or representations between the Parties (unless specifically incorporated into the Agreement), constitutes the entire agreement with respect to its subject matter and shall not be modified or amended except in writing and signed by authorised representatives of both Parties. For the avoidance of doubt, any information contained in an Order Form may not amend or vary the Agreement.

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23.2 Inducement: The Parties acknowledge and agree that they have not been induced to enter into this Agreement by any representation, warranty or other assurance not expressly incorporated into this Agreement. No Waiver: Except as otherwise specifically provided in this Agreement, no failure to exercise, or delay in exercising, any right, power or privilege set forth in this Agreement will operate as a waiver of any right, power or privilege. Severance: If any provision of the Agreement is held to be invalid or unenforceable, it will be severed from the Agreement, the remaining provisions will remain in full force and effect and the Parties will promptly negotiate a replacement. Survival of Obligations: The Parties rights and obligations, which, by their nature would continue beyond the termination, cancellation or expiration of this Agreement, shall survive termination, cancellation or expiration of this Agreement. Rights of Third Parties: Other than any Affiliate of BT (who shall each have the right to enforce the terms of this Agreement), a person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act. Data Protection: Each Party will strictly comply with the applicable laws and regulations regarding telecommunications services and data privacy. To the extent that BT processes Personal Data on behalf of the Customer, BT shall: (a) (b) only process the Personal Data in accordance with the instructions of the Customer; and take appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, the Personal Data.

23.3

23.4

23.5

23.6

23.7

23.8

Provision of Service in the USA: In respect of the provision of Service in the United States of America the following additional provisions will apply: (a) the Customer agrees that on signature of this Agreement the part of this Agreement relating to Service in the United States of America is assigned to BTA; the Customer acknowledges that any claims or Disputes relating to this Agreement, including any part of the Service assigned under Clause 23.8 (a) must be made against BT.

(b)

23.9

Legal and Regulatory Compliance: The Customer agrees to comply with, and recognises that BT may need to comply with any supplementary conditions to this Agreement that may be required by the laws and regulations of any country where Service is provided, and in particular the provision of Service in a Tariff Country which shall be provided in accordance with the terms, conditions and rates set out in the Tariff. Capacity: Each Party warrants that it has the necessary rights, licences and permissions to enter into and perform its obligations under the terms of this Agreement. Customer Satisfaction Surveys: Each Party agrees to co-operate with the reasonable requirements of the other Party in relation to customer satisfaction surveys organised by or on behalf of that Party.

23.10

23.11

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CONTACT CENTRAL ON DEMAND SERVICE SCHEDULE CONTENTS Clause 1 Definitions and Interpretation Clause 2 Service Description Clause 3 Minimum Period of Service Clause 4 Service Delivery Clause 5 BTs Responsibilities Clause 6 Customers Responsibilities Clause 7 Charges and Payment Terms Clause 8 Termination of Service Clause 1 Definitions and Interpretation The following definitions shall apply to the provision of the Service, in addition to those in the General Terms and Conditions of the Agreement. Agent User(s) shall mean the named or specified Users(by password or other identification), regardless of whether the User is actively using the Service at any given time. Agent User Licence shall mean each licence granted to an Agent User pursuant to the terms and conditions as contained within the Software Licence Annex to this Service Schedule BT Employees includes BTs employees and subcontractors providing Service/services under this Service Schedule. Business Hours means the local working hours in a Business Day in the country or region where a Site is located unless otherwise advised to the Customer by BT. Commencement Date means the date on which BT agrees in an Order Form to commence providing Service. Contact Central On Demand means Siebels On Demand customer relationship management software application provided by BT. Contracted Maintenance Hours means the hours during which BT shall provide maintenance for BT Equipment. These shall be either Business Hours or an alternative maintenance option selected by the Customer and set out on the Order Form. Hosting Service means BTs provision of a hosted hardware, software and connectivity solution to enable the Customers access to Contact Central On Demand. Intellectual Property means BT's (or its licensor's) intellectual property rights of any description in any countries including without limitation copyright, neighbouring rights, performers proprietary rights, moral rights, registered designs, design rights, trade marks, patents, know how, inventions and trade secrets together with any analogous rights capable of protection at law as are known or as may hereafter become known and including any application for such rights registerable in any part of the world. Internet means the global data network comprising interconnected networks using the TCP/IP protocol suite Local Contracted Business Hours means the hours during which maintenance shall be provided by the local BT entity or as specified on the Order Form.
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Conditions For Contact Central On Demand 12 Month Term

Minimum Period of Service means the period set out in Clause 3. Month means a calendar month. No-Cost Evaluation Licence means the provision of a zero cost software licence enabling an evaluation of the Service. Order Form(s) shall mean the document(s) by which the Customer or its Affiliates orders the Service, and specifying, among other things, the number of User Licences and other services contracted for, the term of the User Licences purchased the applicable fees and payment terms, and other charges agreed. Planned Maintenance means any work planned in advance to be carried out by BT or on behalf of BT that will cause the Service to be suspended. Service means the Hosting Service described in Clause 2, Contact Central on Demand, and Support . Support means the support service described in Clauses 5.2 and 5.3. Siebel means the company known as Siebel Systems, Inc., the licensor of the hosted Software to BT. Software means any software provided by or on behalf of BT for use as part of the Service. Software Licence Schedule means the means the Annex(s) to this Service Schedule setting forth the terms and conditions under which the Customer may use the Software. Territory means the United Kingdom. Training means the relevant Customer training as order by the Customer and described on the Order Form. Clause 2 Service Description 2.1 2.1 Overview The Service consists of the Hosting Service and necessary software licences to enable the Customer to receive Contract Central OnDemand, Support and other professional information, processing and hosting services provided by BT at a BT Site. Support shall consist of the following: (i) (ii) (iii) (iv) help desk support, bug fixes and patches, maintenance, and software updates as more fully described in Clause 5 below. Support shall become operational upon the Commencement Date, unless otherwise agreed to in writing by the parties.

2.2

2.3

A No-Cost Evaluation Licence may be provided to the Customer to enable an evaluation of the Hosting Service This evaluation period will not exceed thirty (30) calendar days upon which date the No-Cost Evaluation Licence will expire. In addition, the No-Cost Evaluation Licence is limited to a reasonable number of Agent Users, and until its expiry under the minimum period of Service agreed, no fee shall become due.

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Conditions For Contact Central On Demand 12 Month Term

2.4 The Service shall not be available for use outside of the Territory unless otherwise agreed in writing with BT. BT will provide the Service by the date agreed with the Customer in the Order Form.

2.5

Clause 3 Minimum Period of Service Subject to Clause 2.3 above, the Minimum Period of Service shall begin on the Commencement Date and continue for a period of twelve (12) months (or such longer period as agreed to in writing by the Parties). If the Service is purchased via BT Click & Buy, the Minimum Period of Service is one month, unless otherwise agreed and described on the Order Form. The Service may be extended for additional periods on mutual agreement of the Parties. Clause 4 Service Delivery 4.1 Service provision shall be completed upon account enablement by BT. Notwithstanding the foregoing, the Customer may not refuse acceptance due to minor, immaterial faults that do not impair Service performance, but BT will fix any minor faults within a reasonable time. If the Customer delays or prevents the delivery of the Service, BT may (i) (ii) apply reasonable additional charges for any costs that it incurs, and/or claim a reasonable extension to any delivery or ready for use date agreed under Clause 2.5 above.

4.2

If any additional charges are payable, BT will inform the Customer in writing. 4.3 BT shall use commercially reasonable efforts to provide continuous availability of the Service, subject to Planned Maintenance and unscheduled downtime, as described in Clauses 5.4 and 5.6 below. When Contact Central On Demand is enabled it provides the Customer with: 4.4.1 4.4.2 General information and advice on administration and use of the Service. Raising and ownership of requests for new features or changes to the Service requested by the Customer. Known bug fixes, corresponding fixes or frequently asked questions (FAQs) compiled by the licensor.

4.4

4.4.3

4.5

In addition to the representations and warranties stated in the General Terms and Conditions, as well as the exclusions stated therein, BT makes no warranties or representations: (i) (ii) that the Service will meet the Customer's requirements, that the Software will operate in combinations with other hardware, software, systems or data not provided by BT (except as expressly specified in writing by BT ) that the Customer may select for use, that the operation of the Service will be uninterrupted or error-free

(iii)

Clause 5 BTs Responsibilities 5.1 Service Management

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Conditions For Contact Central On Demand 12 Month Term

Contact Central On Demand/The Service is provided 24 hours a day, 365 days per year. BT will respond to faults detected by BT or reported by the Customer as set forth in Clause 5.3. Helpdesk Support BT will provide the Customer with the contact details (either email or telephone as appropriate) of designated contact points, collectively Helpdesk, which will be the Customers contact points for placing orders, reporting faults and making inquiries relating to the Service. The Customer will be able to use the numbers to contact BT to report faults 24 hours a day, 365 days a year and to order services or make enquiries during Business Hours, or as specified on the Order Form. The Helpdesk is not intended to provide extensive explanations in lieu of Training or consultancy for subjects not documented. UK Telephone Number International Telephone Number Customer Care email 0800 3890864 +44 (0)113 246 8694 cc.on.demand.support@bt.com

5.2

5.3

Fault Reporting and Fault Repair 5.3.1 The Customer will report faults in the Service to the Helpdesk using the reporting procedures notified by BT. The Customer will provide BT with a Customer contact name and telephone number (if different from the details specified on the Order Form), or the Customer Contact described in 6.3 below. When the Customer reports a fault in the Service, BT will carry out initial diagnostics with the Customer by telephone and will notify the Customer if the fault lies outside the Service Management Boundary. When the Customer has explained the difficulty, BT will endeavour to resolve it by one or more of the following means: a) b) c) d) e) 5.3.4 indicating an operating error by the Customer; advising on methods of operation where the Customer is unaware of these; advising alternative operating methods; advising on tests or checks; or providing general assistance on the use of the Service, however BT will not provide extensive explanations in lieu of formal Training.

5.3.2

5.3.3

BT categorizes Service problems into four (4) severity categories: a) Priority 1 (P1). A Total Loss of Service (i.e., the inability of Users of the Service to create, delete, update and/or read Customer Data). Begins when (i) Customer reports Total Loss of Service which is subsequently confirmed by BT, or (ii) when BT detects the total loss of Service whichever is sooner. The Total Loss of Service ends when BT logs the fault as 'cleared'. This period is Downtime. Priority 2 (P2). A major piece of functionality on the Contact Central On Demand platform has stopped working, including, but not limited to, such areas as Integration Tools, Forecasting, Assignment Manager, and Help/Tutorial Tools. Priority 3 (P3). Customer interaction failing with Contact Central On Demand , including, but not limited to, such areas as: Import/Export
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b)

c)

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Conditions For Contact Central On Demand 12 Month Term

functions, Configuration, Assignment. d) 5.3.5 Language translations, and Role

Priority 4 (P4). All how to and general questions, and suggestions for Service improvements.

BT will resolve Service problems in accordance with the following table: Call Back Response Target (24/7)* 30 minutes 60 minutes 4 hours 24 hours Resolution/Fix Target* 1 hour (24/7 8 hours (24/7) 1 Business Day 2 Business Days

Priority Level P1 P2 P3 P4

BT will not be liable in the event that these targets are not met. 5.3.6 If a P1 fault is not fixed within two (2) hours of the initial fault report then the Customer will be updated as to the progress of the fault as follows: P1 - hourly P2 - every 4 hours 5.3.7 1st Line Support. The Helpdesk will carry out initial diagnostics to localise the problem. If the problem can be cleared though this method then the fault will be cleared and closed. If the problem can be identified to Customer owned environment then the Helpdesk will advise the Customer to contact its own maintainer. Any other faults will be passed on to 2nd line support. 2nd Line Support. 2nd line support/diagnostics engineers will in the first instance diagnose the problem and clear the fault where possible, or pass the fault on as appropriate. 2nd line support engineers have the facility to remotely access Contact Central On Demand / the Service to try and restore Service remotely. Depending on their findings, they will have one of 6 options: 5.3.8.1 Problem cleared 5.3.8.2 Problem caused by Customer Equipment 5.3.8.3 Where BT is responsible for other aspects of the Service, refer the fault to the appropriate BT unit. 5.3.8.4 Where BT is responsible for other aspects of the Service, identify a hardware replacement requirement. 5.3.8.5 Escalate the fault to Technical Services (3rd Line see clause 5.3.10 below) 5.3.9 When the problem is cleared the Customer will be informed. 5.3.10 3rd Line Support. 2nd line support will, where appropriate, request the assistance of BTs Technical Service team to resolve difficult and complex faults. 5.3.11 If the problem cannot be resolved remotely by BT, or by telephone, then BT may be requested to visit the Customer Site subject to an additional charge. If the problem is proved to be BTs fault this will not be chargeable.
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5.3.8

Conditions For Contact Central On Demand 12 Month Term

5.3.12 For the avoidance of doubt BT is not responsible for managing or correcting: 5.4 any Customer host or local area network application; any cable, connector or interface between the BT Equipment and any Customer Equipment; faults in any equipment or device that is not provided by BT; or any fault beyond the Service Management Boundary.

Planned Maintenance From time to time, BT may schedule maintenance of the Service. Where possible Planned Maintenance will take place during low traffic periods outside Business Hours. Before doing so BT will give the Customer as much notice as possible (and whenever practicable will agree with the Customer when the Service will be suspended), usually via the Customer care page on the BT Contact Central On Demand Website at www.contactcentral.com. Subject to agreement between BT and Customer this form of communication may be varied.

5.5

Software Bug Fixes and Patches BT will provide Software bug fixes and Software patches as required.

5.6

Unscheduled Outages BT will communicate any encountered critical issues with the Service to the Customer as soon as reasonably possible of the incident being identified. This notification will typically take the form of a phone call or email to the Customer Contact and will provide both a problem statement as well as a target resolution time (if known). If the resolution path is unknown at the time of such phone call or email, then BT will state this.

5.7

BT Environment Changes BT will provide from time to time information through the Contact Central On Demand Customer care web page and via email where possible. Notice will normally be a week, but may be less in exceptional circumstances. Such planned environment changes will typically occur at weekends.

5.8

Software Updates 5.8.1 Software updates shall be provided as soon as reasonably practicable, but in no event later than three (3) months after Siebel makes such updates available, together with the relevant documentation. BT shall give the Customer reasonable notice of any Software update, or update to BTs services, that would require the Customer to update its own computer hardware or software to continue using the Service without any material degradation in the Service.

5.8.2

5.9

Data Backup and Recovery BT will back up all the Customer data once every 24 hours for secure storage and data recovery. Data recovery shall only be performed by BT where a critical Service failure has caused the loss of Customer data on the Service. For the avoidance of doubt BT is not responsible for backing up the Customer data not hosted on the Service.

5.10

BT Service Management Boundary

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The Service Management Boundary lies at the point of connection to the Internet. Clause 6 Customers Responsibilities 6.1 The Customer will provide BT with an Order Form which has been completed with all necessary information required by BT, failing which BT reserves the right to reject the Order Form and to not proceed with Service provision. The Customer agrees that BT shall not be liable for failure to provide Service in these circumstances. The Customer will provide internal cabling between any relevant BT Equipment and any Customer Equipment, as appropriate. The Customer will provide BT with the name(s) of the individual(s) to contact for service management matters (Customer Contact) and all requisite contact details. The Customer will notify BT of any changes to the Customer Contact details in writing as soon as practicable. The Customer Contact will be responsible for any issues relating to the Service; e.g. providing BT with assistance and information during implementation, reporting of any fault in the Service and for all subsequent fault management communications between BT and the Customer. The Customer Contact will be available during the period of implementation of the Service and thereafter during Business Hours. The Customer acknowledges that if the Customer Contact is not available at all such times, BT may not be able to meet the applicable response and restoration times (including any referred to in any applicable Service Level Agreement). Where the Customer is responsible for any preparatory work, such as the provision of items required by BT in order to be able to fulfil its obligations, the Customer shall ensure that all such activities are completed and items are made available in sufficient time to allow BT to complete its work in accordance with the agreed timetable. The Customer is also responsible for: a) b) Providing and maintaining the Customers own LAN Reporting faults in the Service to the Helpdesk on the telephone numbers or email addresses provided by BT. Ensuring that its Local Area Network, Wide Area Network, browser, firewall, desktop or Virtual Private Network will operate effectively with the Service. Ensuring that where the Customer provides the client desktop PC's, that any such equipment meets the minimum specification (as advised by BT), to operate the Service. The Customer should also ensure that any subsequent loading of software onto its desktop PC's does not adversely affect the operation or access to the Service. Using all reasonable endeavours to isolate any problems that may arise on the Customer Equipment or application(s) before reporting problems to BTs Helpdesk.

6.2

6.3

6.4

6.5

c)

d)

e)

6.6

Use of the Service 6.6.1 The Service must not be used: a) b) fraudulently or in connection with a criminal offence under the laws of any country where the Service is provided; to send, receive, upload, download, use or re-use any information or material which is offensive, abusive, indecent, defamatory, obscene

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Conditions For Contact Central On Demand 12 Month Term

or menacing, or in breach of confidence, copyright, privacy or any other rights; c) d) e) f) in contravention of any instructions that BT has given under the Master Services Agreement or this Service Schedule; to cause annoyance, inconvenience or needless anxiety; to send or provide or receive unsolicited advertising or promotional material; or other than in accordance with this Clause 6.6, and contrary to the acceptable use policies of any connected networks and the Internet Standards.

6.6.2

If the Customer or anyone else, with or without the Customer's knowledge or approval uses the Service in any way which, is, or is likely to be, detrimental to the provision of the Service to the Customer or any other customer, and fails to take corrective action within a reasonable period of receiving notice from BT, then BT can treat the contravention as a material breach and as such BT may a) suspend the Service and it can refuse to restore BT Service until it receives an acceptable assurance from the Customer that there will be no further contravention; or b) terminate the Service upon written notice under Clause 19 of the General Terms and Conditions of this Agreement. If BT has suspended the Service pursuant to Clause 6.6.2, BT may request a re-initiation fee in order to resume the Service to the Customer. In addition to the Customer's obligations under the Software Licence (Annex 1), the Customer shall throughout the Minimum Period of Service: a) Only permit the Software to be used by the maximum number of Agent Users set out in the applicable Order Form(s). The Customer may replace Agent Users as necessary to reflect personnel changes provided that the number of Agent Users authorised to use the Service does not exceed the maximum number of Agent User Licences specified in such Order Form(s). Not share or use or permit the share or use of User Licences by more than one individual Agent User per Agent User Licence. Be responsible for ensuring that any use of the Service by its Agent Users is in accordance with the terms and conditions as defined in the Software Licence (Annex 1). Notify BT promptly of any unauthorised use of any password or account or any other known or suspected breach of security of the Service. Remove unwanted Agent Users from the Service. Charges for Agent Users will apply until removed by the Customer.

6.6.3

6.6.4

b)

c)

d)

e)

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Conditions For Contact Central On Demand 12 Month Term

Clause 7 Charges and Payment Terms 7.1 7.2 Charges will be paid in accordance with the General Terms and Conditions. The Charges for the Service will comprise some or all of the following components, depending upon the Option selected on the Order Form: Pricing Component Service Charge Consultant/Training consultant Account Branding One-time Charge No Yes Recurring Charge Yes No Notes

Yes

No

Paid in advance as and when required by BT Paid in advance as and when required by BT

7.3

The Customer shall be liable for the Charges (excluding the No-Cost Evaluation Licence detailed on the Order Form: a) b) one-time Charges will be invoiced upon the Operational Service Date(s). unless otherwise stated on the Order Form, Recurring Service Charges, will be invoiced in advance

7.4

For the purpose of calculating Charges payable for any period: a) b) each period will be deemed to begin on the first day of the relevant Month; for any period where Service is provided for less than one Month, the Charges will be pro rata on a daily basis.

7.5

The Charges for the Service and for optional Service features (including upgrades and re-configuration), shall be set forth in the relevant Order Form. Charges for use of the Service from or within a country where Service is regulated will be as detailed in the relevant Tariff, web posting or other regulated document. BT reserves the right to charge the Customer for work done by BT in investigating faults in the Service reported by the Customer where BT finds no fault exists or the fault is in a component not provided by BT. Service Delivery is completed within the Business Hours of the Site location. The Customer is liable for any additional charges for Service Delivery outside of Business Hours. BT will invoice the Customer Contact (the primary account owner). The Customer is responsible for keeping the billing address and physical address of the primary account owner up-to-date Service Charges may be paid for via the BT Click & Buy payment service. The BT Click & Buy payment service is subject to separate terms and conditions.

7.6

7.7

7.8

7.9

7.10

Clause 8 Termination of Service Except as provided for in the General Terms and Conditions, if the Customer terminates Service, or if BT terminates Service for breach, before the Minimum Period of Service has expired, then, in addition to all outstanding Charges for Service rendered, the Customer agrees to pay an amount equal to the Recurring Charges for any remaining Months of the Minimum Period of Service.
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Conditions For Contact Central On Demand 12 Month Term

ANNEX 1 AGENT USER SOFTWARE LICENCE 1. DEFINITIONS Ancillary Programs shall mean the third party software delivered with the Programs as specified in one or more Order Forms or the Documentation. Documentation shall mean Siebels then current on-line help, guides, and manuals published by Siebel and made generally available by Siebel for the Ordered Programs. Documentation shall include any updated Documentation that Siebel provides with Updates. Ordered Program(s) shall mean the object code of a Program specified in an Order Form. Program(s) shall mean the Service Software programs. include Ancillary Programs. Programs shall not

Siebel Materials shall mean any materials provided to the Customer by Siebel in the course of performing technical services or professional services as set forth in a separate agreement. Training Materials shall mean any Siebel training materials provided in connection with any training courses ordered by the Customer and delivered by Siebel as set forth in a separate agreement. 2. 2.1 LICENCE GRANT Subject to all of the terms and conditions of the Agent User License BT hereby grants to the Customer the following nontransferable (subject to any assignment rights in the General Terms and Conditions), nonexclusive rights solely for the Minimum Period specified in the Order Form(s): (a) to use the Service solely through remote access and solely for the Customer's own business operations, provided such operations shall not include commercial time-sharing, rental, outsourcing or service bureau use; to use and copy the Documentation solely for purposes of supporting the Customers use of the Ordered Programs in accordance with the terms of the Documentation; to use the technical Training Materials solely for purposes of supporting Users who attend training courses on the Ordered Programs; and to use the Siebel Materials solely for purposes of operating the Ordered Programs.

(b)

(c)

(d)

2.2

The rights granted in Clause 2.1 above are subject to the following restrictions: (a) the Customer may use the Ancillary Programs only in combination with the associated Ordered Programs as set forth in the Documentation and not as stand-alone applications; the Customer may not modify, make derivative works of, reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of any part of the Service (except to the extent permitted by law without possibility of contractual waiver) or access the Service in order to build a similar or competitive product or service;
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(b)

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Conditions For Contact Central On Demand 12 Month Term

(c)

the Customer may not sublicence or use the Service for commercial timesharing, rental, outsourcing or service bureau use, or to train persons other than Agent Users; the Customer may not licence, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or make the Service available to any third party other than an Agent User. the Customer may not create Internet "links" to the Service or "frame" or "mirror" any part of the Service, including any content contained in the Service, on any other server or device; with regard to any and all copies of the Documentation, the Customer may only make exact copies of the versions as originally delivered by BT, and the Customer shall ensure that each copy contains all titles, trademarks, and copyright and restricted rights notices as in the original, and all such copies shall be subject to the terms and conditions of the Agent User Licence; the Customer agrees to take commercially reasonable efforts to prevent unauthorised third parties from accessing the Service; no rights granted hereunder with respect to any part of the Service, Documentation, Siebel Materials, and Training Materials, nor the use of any of the Programs, may be sold, leased, assigned, or otherwise transferred, in whole or in part, by the Customer, and any such attempted assignment shall be void and of no effect.

(d)

(e)

(f)

(h)

(i)

2.3

Retention of Rights BT and its suppliers (including Siebel) reserve all rights not expressly granted to the Customer in this User Licence. Without limiting the generality of the foregoing, the Customer acknowledges and agrees that: (a) except as specifically set forth in this User Licence, BT and its suppliers (including Siebel) retain all rights, title and interest in and to all Intellectual Property rights in the Service, Documentation, Siebel Materials, and Training Materials and the Customer acknowledges and agrees that it does not acquire any rights, express or implied, therein; the Customer does not acquire any rights in the Service, express or implied, other than those expressly granted in this Contract and all rights not expressly granted to the Customer are reserved by BT and its suppliers (including Siebel); and this User Licence is not a sale and does not convey any rights of ownership in or related to the Service to the Customer.

(b)

(c)

2.4

Verification (a) the Customer is hereby notified that Siebel is a third-party beneficiary to the User Licence and that the provisions of the User Licence related to the Customer's use of the Programs are made expressly for the benefit of Siebel and are enforceable by Siebel in addition to BT. at Siebel's written request, but not more frequently than annually, the Customer shall furnish Siebel with a document signed by the Customers authorised representative identifying the number of Agent Users by country.
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(b)

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Conditions For Contact Central On Demand 12 Month Term

The Customer is responsible for implementing reasonable means to monitor its compliance with the terms of this User Licence, provided that BT shall provide all necessary cooperation to assist the Customer in collecting User information. 3. 3.1 CUSTOMER DATA Subject to the terms and conditions of this User Licence, the Customer grants BT and Siebel the non-exclusive, worldwide right to use, copy, transmit and display the Customer data solely to the extent necessary to provide the Service to the Customer. The Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all the Customer data. Neither BT nor Siebel shall be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any the Customer data; provided however that BT shall use commercially reasonable efforts to prevent unintended deletion, destruction, damage, loss or failure to store the Customer data.

3.2

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