In this Contract the following words shall be ascribed the following meanings, unless the context otherwise requires:
"Contract" means in order of precedence these conditions, Schedule 1 and any other document expressly stated to form part of this Contract.
"Customer" means the person with whom BT contracts to provide the Service and anyone appearing to BT to be acting with that Customer's authority or permission.
"Service" means the relevant service that the Customer is accessing or using the terms for which are set out in a Schedule to this Contract.
"Site" means the GS Online website(s) and the URL(s) for that Site
"My Account" means a number of Sites
"URL" means a uniform resource locator, which is the full address for a web site.
"User" means anyone who is permitted by the Customer to use or access the Service.
This Contract will commence when the User logs in for the first time to use the Service; the User must agree to accept this Contract at that time. The Contract will continue unless terminated in accordance with the provisions set out herein
3. PROVISION OF SERVICE
3.1 BT agrees to provide the Customer with the Service in accordance with this Contract.
3.2 BT will endeavour to provide the Service by the date agreed with the Customer but all dates are estimates and BT accepts no liability for failure to meet those dates.
3.3 BT agrees to provide the Customer with the Service using the reasonable skill and care of a competent telecommunications service provider, however the Customer acknowledges and accepts that the Service may not be fault free.
3.4 Occasionally, for operational reasons, BT may have to change the URL used to access the Service, or interrupt the Service. BT will restore the interrupted Service as quickly as possible.
3.5 BT reserves the right to suspend access to the Service and/or change User-IDs if at any time BT considers that there is or is likely to be a breach of security.
3.6 BT will take all reasonable steps (including testing with the latest commercially available virus detection software) to ensure that any software used by BT in connection with the Service is not infected with viruses.
3.7 Completion of the off-line application or the online registration process by the Customer is required to enable the Customer to log in to the Service. The Customer must ensure that any such applications are completed and approved before seeking to access the Service.
3.8 The Customer may cancel its registration by emailing BT at the BT Service Centre. Once the Customer's request has been received, BT will delete the Customer's user profile and the Customers' ID and PIN will no longer be active. After the Customer's profile registration has been deleted it will not be possible to log in to the Service.
4. THE CUSTOMER'S RESPONSIBILITIES
4.1 The Customer must indemnify BT against any claims or legal proceedings anybody makes or threatens to make against BT because of the Customer's use of the Service, or as a result of any third party's use of the Service.
4.2 The Customer is responsible for maintaining valid email addresses and for notifying BT of any changes to their contact details.
4.3 The Customer must immediately inform BT if there is any reason to believe that a User-ID and password have or are likely to become known to someone not authorised to use them or are being or are likely to be used in an unauthorised way.
4.4 The Customer must not change or attempt to change a User-ID. If a Customer forgets or loses a User-ID the Customer must contact BT and satisfy such security checks as BT may operate.
4.5 Use of the Service requires the Customer to have access to the Internet and a web browser with the minimum requirements necessary for the Customer to access bt.com. The Internet is separate from the Service and use of the Internet is solely at the Customer's own risk and subject to BT's Acceptable Use Policy and all applicable laws. BT is not liable to the Customer in contract, tort (including negligence) or otherwise for the acts or omissions of other providers of telecommunications services or Internet services.
4.6 The Customer is responsible for providing suitable computer hardware, software and telecommunications equipment and services necessary to access and use the Service. This Contract does not include the provision of telecommunications services necessary to connect to the Service.
4.7 The Customer is responsible for ensuring that only Users authorised by BT and the Customer access the Service. User ID and passwords are not to be shared with any other party.
4.8 The Customer must immediately notify BT of any changes to the information that the Customer supplied when registering for the Service.
4.9 Where BT has allowed the Customer to set up user accounts then the Customer must terminate access immediately for anyone who is no longer authorised to use the Service.
4.10 The Service must not be used:
(a) To disseminate, upload or download any nuisance, abusive, offensive, indecent, obscene, menacing, unlawful, libellous, defamatory or otherwise objectionable material;
(b) To transmit material that encourages a criminal offence to be committed;
(c) Fraudulently or in connection with a criminal offence under the laws of any country where the Service is or may be accessed;
(d) To gain unauthorised access to other computing systems;
(e) To cause annoyance, inconvenience or needless anxiety;
(f) To send or provide or receive unsolicited advertising or promotional material;
(g) In contravention of any instructions that BT has given under any contract (including this contract) that BT has with you that includes or allows access to this Service;
(h) Other than in accordance with the acceptable use policies of any connected networks and the Internet Standards.
4.11 BT may cancel or suspend your use of the Service if BT reasonably believes that the Customer has breached any of its obligations under clause 4.10. So far as may be permitted by relevant law or regulation, it is agreed that BT will have no liability to the Customer and the Customer will make no claim in respect of any use of the Service which is contrary to this Contract, including any use by anyone who is no longer authorised to use the Service.
4.12 The Customer must take all reasonable steps to ensure that any software used with the Service or in connection with the Service is not infected by viruses.
5. INTELLECTUAL PROPERTY RIGHTS
Nothing in this Contract purports to grant or grants the use of BT's intellectual property rights including, without limitation, its trademark, logo, copyright, patent or any similar right exercisable in any part of the world.
6. LIMITATION OF LIABILITY
6.1 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.
6.2 Subject to Clause 7.1, 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 the Contract or any part of it:
(a) any loss of profits, business contracts, anticipated savings, goodwill, or revenue; and/or
(b) any loss or corruption or destruction of data; and/or
c) any special, indirect or consequential loss or damage whatsoever; and/or
(d) any loss arising from the transmission of viruses whether or not that Party was advised in advance of the possibility of such loss or damage.
6.3 If a Party is in breach of any obligations under the Contract to the other Party or if any other liability is arising (including liability for negligence or breach of statutory duty) then, subject to Clauses 7.1 and 7.2, such Party's 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 Months.
6.4 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 BT's reasonable precautions.
6.5 BT is not liable for any loss or damage arising from the Customer's failure to protect the confidentiality of any passwords that the Customer uses to access the Service.
7. MATTERS BEYOND THE REASONABLE CONTROL OF EITHER PARTY
If either party is unable to perform any obligation under this Contract because of a matter beyond its reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, epidemic, industrial disputes (whether or not involving its employees), or acts of local or central Government or other competent authorities, it will have no liability to the other party.
8. VARIATION OF CONTRACT
BT can change the Conditions of this Contract at any time and will notify the Customer via the Service at least 2 weeks before the change is to take effect.
The Customer must not assign or transfer any rights or obligations under this Contract. The Customer is responsible for taking all reasonable steps to prevent unauthorised persons using the Service.
10. BREACHES OF THE CONTRACT
10.1 If the Customer commits a breach of this Contract and: (a) if it is possible to remedy the breach, fails to remedy the breach within a reasonable time of written notice to do so; or (b) if it is not possible to remedy the breach; BT can terminate this Contract or suspend the Service without notice and claim for the resulting losses or expenses.
10.2 BT can also terminate this Contract if the Customer is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of the Customer's creditors, or if any of the Customer's assets are the subject of any form of seizure, or if the Customer goes into either voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or if a receiver or administrator is appointed over the Customer's assets.
10.3 If BT delays in acting upon a breach of this Contract by the Customer, that delay will not be regarded as a waiver of that breach. If BT waives a breach of this Contract by the Customer, that waiver is limited to that particular breach.
11. TERMINATION OF THE CONTRACT
11.1 BT may terminate this Contract on 7 days' notice to the Customer.
11.2 The Customer may terminate this Contract on 7 days notice to BT.
11.3 BT will be entitled to terminate this Contract if the Service is not used by the Customer in a 60 day period.
12. ENTIRE AGREEMENT
12.1 This Contract contains the whole agreement between BT and the Customer relating to its subject matter and supersedes all previous written or oral agreements relating to it.
12.2 BT and the Customer acknowledge and agree that: (a) they have not been induced to enter into this Contract by any representation, warranty or other assurance not expressly incorporated into it; and (b) in connection with this Contract their only rights and remedies in relation to any representation, warranty or other assurance shall be for breach of this Contract and that all other rights and remedies are excluded, except in the case of fraud.
12.3 A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
Notices given under this Contract must be delivered by hand or sent by first class post or electronic mail to the addressee at the following addresses: (a) to BT at the address of BT's office shown on the Customer's last bill or the e-mail address shown on the GS online website or any alternative address that BT notifies to the Customer at any time; (b) to the Customer at the e-mail address specified by the Customer when registering for the Service or any alternative email address which the Customer notifies to BT at any time or the address to which the Customer asks BT to send bills.
14. DATA PROTECTION AND PRIVACY
14.1The Customer and BT will comply with their respective obligations under the Data Protection Act 1998 and any data protection, privacy or similar laws that apply to any personal data processed in connection with this Contract. The Customer and BT will provide such help and co-operation as is reasonably necessary or requested by the other to enable compliance with this paragraph.
15. CHARGES FOR THE SERVICE
15.1 Unless otherwise stated, BT will provide the Service free of charge subject to the conditions of this Contract.
15.2 If BT decides to introduce charges for the Service, then BT will notify the Customer of applicable charges, payment terms and effective dates. If the Customer does not agree to pay such charges the Customer can terminate this Contract by giving 2 weeks' notice in writing to BT.
15.3 Both parties will bear all their own costs in connection with the preparation for and operation of the Service.
The Customer and BT will keep in confidence any information of a confidential nature obtained as a result of the use of the Service and will not disclose that information to any person other than their employees or professional advisors (or, in the case of BT the employees of any BT Group Company or their suppliers). This paragraph 16 shall not apply to: (a) any information which has been published other than through a breach of this contract; (b) information lawfully in the possession of the recipient before the disclosure took place; and (c) information which a party is requested to disclose which, if it did not, would be required by law to do so.
17. THIRD PARTY RIGHTS
A person who is not a party to this contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce this contract, but this does not affect any right or remedy of a third party which exist or is available apart from that Act.
This Contract and any claims or disputes arising out of, relating to or in connection with it, shall be governed by the laws of England and Wales. The Courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with this Contractt to which the Parties irrevocably submit.
SCHEDULE 1 - BT Analyst Converge
1.1 This Schedule shall apply in addition where the Customer is using BT OneBill Plus as part of the Service.
1.2 The Service provides the Customer with the ability to view BT OneBillPlus data on-line and create reports about the Customer's BT services included on BT OneBillPlus. The Service is accessed through the BT Global Services secure portal on the Internet.
1.3 BT may suspend the provision of the Service without notice if the Customer's OneBillPlus service with BT is suspended.
1.4 Should the BT Analyst Converge service not be available to the Customer, the Customer shall not be entitled to withhold payment of their BT OneBillPlus account.
1.5 The Customer is responsible for making all necessary arrangements with BT for the provision of BT OneBillPlus service and for paying all charges for it.
SCHEDULE 2 - UK Ordering & Fault Reporting Service
1.1 This Schedule applies in addition where the Customer is able to order other services in the UK from BT or report faults to BT. This includes placing orders and reporting faults for selected products and service online. For the avoidance of doubt, the Service does not include fault reporting for any telephone, Business Highway and ISDN lines you may have as part of BT Business Plan. The Service does not include fault reporting on hardware.
1.2 To place an order or report a fault, the Customer will be directed to a number of screens, which will enable BT to capture the contact and delivery details, together with the Customer's order requirements or details of the fault.
1.3 The Customer will have the opportunity to amend the contents of the order or fault report at any time up to the point that it is submitted.
1.4 Once the Customer has submitted the order, the Customer will be asked if the Customer wants BT to acknowledge receipt. If the Customer requests and acknowledgment, the Customer will be sent one by means requested. If the Customer has reported a fault, the Customer will be given a reference number which will enable the Customer to track the progress of the fault report.
1.5 If BT needs to undertake a survey as a result of the Customer's order, BT will advise you separately.
1.6 Prior to the fulfillment of the Customer's order, BT will send you a final acknowledgement by the means that you request which will provide details of the Customer's job number, appointment date and prices. This final acknowledgement shall constitute the acceptance of the Customer's order and it is at this point that a binding contract is created.
1.7 The prices for the products and services you can order are set out in our Price List at http://www.bt.com/pricing/homepage.htm. Prices will normally be exclusive of VAT and delivery charges. Where they are included, this will be stated in the Price List. Where prices are subject to a site survey, this will be stated in the terms and conditions associated with the product or service and/or the Price List.
1.8 Once the order has been fulfilled, BT will invoice the Customer in accordance with the means already established with the Customer. The terms of payment for the Customer's order will be as set out in the terms and conditions applicable to the products and services that the Customer orders.
1.9 BT reserves the right at any time and from time to time to modify, edit, delete, suspend or discontinue, temporarily or permanent, the Site (or any part of it) and/or the information, materials, products and/or services including the online ordering service (or any part of them) available through the Site with or without notice.
1.10 The Customer is responsible for evaluating any goods (including software) or services offered by third parties via the Site. BT will not be a party to or in any way responsible for any transactions between the Customer and any third parties. Any personal information that the Customer may wish to disclose to third parties is at the Customer's own risk.
1.11 When BT needs to contact the Customer, BT will use the email address that is held on the Customer's bt.com profile. If the Customer needs to contact BT, the Customer may use the "Contact BT" button on the corporate section of the site.