-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KoYxnlTLO8+bAHIqw+LwzGfqGcjYDEIEoh+ShhSqKN1x41v2wq381C0k9B1YJeET gu7kSg2SoP6Cak0ibAvcsA== 0000950123-96-004118.txt : 19960808 0000950123-96-004118.hdr.sgml : 19960808 ACCESSION NUMBER: 0000950123-96-004118 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960807 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NYNEX CABLECOMMS GROUP PLC CENTRAL INDEX KEY: 0000939915 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 980151138 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-25638 FILM NUMBER: 96605141 BUSINESS ADDRESS: STREET 1: TOLWORTH TOWER EWELL RD STREET 2: SURBITON CITY: SURREY KT6 7ED ENGLA STATE: X0 BUSINESS PHONE: 1818732000 MAIL ADDRESS: STREET 1: THE TOLWORTH TOWER STREET 2: EWELL ROAD CITY: SURBITON FILER: COMPANY DATA: COMPANY CONFORMED NAME: NYNEX CABLECOMMS GROUP INC CENTRAL INDEX KEY: 0000939916 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 980151139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-25690 FILM NUMBER: 96605142 BUSINESS ADDRESS: STREET 1: TOLWORTH TOWER EWELL RD STREET 2: SURBITON CITY: SURREY KT6 7ED ENGL STATE: X0 BUSINESS PHONE: 1818732000 MAIL ADDRESS: STREET 1: THE TOLWORTH TOWER STREET 2: EWELLROAD CITY: SURBITON 10-Q 1 FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBERS: 0-25638 (NYNEX CABLECOMMS GROUP PLC) 0-25690 (NYNEX CABLECOMMS GROUP INC.) NYNEX CABLECOMMS GROUP PLC INCORPORATED UNDER THE I.R.S. EMPLOYER IDENTIFICATION NO. LAWS OF ENGLAND AND WALES 98-0151138 NYNEX CABLECOMMS GROUP INC. INCORPORATED UNDER THE I.R.S. EMPLOYER IDENTIFICATION NO. LAWS OF DELAWARE 98-0151139 THE TOLWORTH TOWER EWELL ROAD SURBITON SURREY KT6 7ED UNITED KINGDOM (44)-181-873-2000 (Telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] Number of shares outstanding of each of the classes of common stock, as of July 31, 1996: 925,068,775 Ordinary Shares of NYNEX CableComms Group PLC, pound sterling 0.10 par value 925,068,775 shares of Common Stock of NYNEX CableComms Group Inc., $.01 par value (Ordinary Shares and shares of Common Stock are "stapled" and trade together as units.) 2 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. PART 1 - FINANCIAL INFORMATION COMBINED STATEMENTS OF OPERATIONS (IN THOUSANDS EXCEPT PER ADS AMOUNTS) (UNAUDITED)
FOR THE THREE MONTHS ENDED JUNE 30, 1996 1995 1996 POUND POUND STERLING STERLING $ [NOTE B] Operating Revenues: Cable television 14,866 8,783 23,085 Telecommunications - residential 16,374 7,615 25,427 Telecommunications - business 3,097 967 4,809 Installation 1,192 999 1,852 -------- ------- -------- TOTAL OPERATING REVENUES 35,529 18,364 55,173 -------- ------- -------- Operating Expenses: Programming 7,732 4,268 12,007 Telecommunications 7,157 3,470 11,114 Depreciation and amortization 12,854 8,010 19,961 Staff costs 11,114 13,134 17,259 Selling, general and administrative 12,238 14,806 19,004 -------- ------- -------- TOTAL OPERATING EXPENSES 51,095 43,688 79,345 -------- ------- -------- Operating loss (15,566) (25,324) (24,172) -------- ------- -------- Other Income (Expense): Interest income 838 1,482 1,301 Interest expense (4,930) (8,866) (7,656) Minority interests 15,525 31,356 24,109 -------- ------- -------- TOTAL OTHER INCOME 11,433 23,972 17,754 -------- ------- -------- Loss before income taxes (4,133) (1,352) (6,418) Income taxes - 4,417 - -------- ------- -------- NET (LOSS) INCOME (4,133) 3,065 (6,418) ======== ======= ======== (LOSS) EARNINGS PER ADS (0.045) 0.003 (0.069) ======== ======= ======== ACCUMULATED DEFICIT Beginning of period (97,689) (91,515) (151,701) Net loss (4,133) 3,065 (6,418) -------- ------- -------- End of Period (101,822) (88,450) (158,119) ======== ======= ========
See accompanying notes to the combined financial statements. 1 3 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. COMBINED STATEMENTS OF OPERATIONS (IN THOUSANDS EXCEPT ADS AMOUNTS) (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 1996 1995 1996 POUND POUND $ STERLING STERLING [NOTE B] Operating Revenues: Cable television 29,156 16,747 45,276 Telecommunications - residential 31,181 14,944 48,420 Telecommunications - business 5,468 1,894 8,492 Installation 2,245 1,683 3,487 -------- -------- -------- TOTAL OPERATING REVENUES 68,050 35,268 105,675 -------- -------- -------- Operating Expenses: Programming 15,522 7,995 24,105 Telecommunications 14,143 6,884 21,962 Depreciation and amortization 25,108 15,560 38,990 Staff costs 24,042 22,329 37,335 Selling, general and administrative 24,021 29,905 37,302 -------- -------- -------- TOTAL OPERATING EXPENSES 102,836 82,673 159,694 -------- -------- -------- Operating loss (34,786) (47,405) (54,019) -------- -------- -------- Other Income (Expense): Interest income 924 1,813 1,435 Interest expense (10,352) (11,110) (16,076) Minority interests 30,728 43,343 47,718 -------- -------- -------- TOTAL OTHER INCOME 21,300 34,046 33,077 -------- -------- -------- Loss before income taxes (13,486) (13,359) (20,942) Income taxes - 12,806 - -------- -------- -------- NET LOSS (13,486) (553) (20,942) ======== ======== ======== LOSS PER ADS (0.146) (0.006) (0.226) ======== ======== ======== ACCUMULATED DEFICIT Beginning of period (88,336) (87,897) (137,177) Net loss (13,486) (553) (20,942) -------- -------- -------- End of period (101,822) (88,450) (158,119) ========= ======== ========
See accompanying notes to the combined financial statements. 2 4 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. COMBINED BALANCE SHEETS (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
JUNE 30, DECEMBER 31, JUNE 30, 1996 1995 1996 POUND POUND STERLING STERLING $ [NOTE B] ASSETS Current assets: Cash and temporary cash investments 4,580 9,807 7,112 Receivables (net of allowance of pound sterling 2,306 and pound sterling 1,492, respectively) 26,925 43,551 41,813 Deferred charges and other current assets 3,129 2,653 4,858 --------- --------- --------- TOTAL CURRENT ASSETS 34,634 56,011 53,783 Property, plant and equipment, (net of accumulated depreciation of pound sterling 86,541 and pound sterling 62,270, respectively) 985,815 859,024 1,530,873 Goodwill, (net of accumulated amortization of pound sterling 2,493 and pound sterling 2,138, respectively) 25,848 26,203 40,139 Deferred finance costs , net 57,290 59,140 88,966 Other assets 1,325 1,401 2,057 --------- --------- --------- TOTAL ASSETS 1,104,912 1,001,779 1,715,818 ========= ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable 60,500 69,038 93,950 Other liabilities 43,501 46,834 67,555 --------- --------- --------- TOTAL CURRENT LIABILITIES 104,001 115,872 161,505 Long-term debt [Note D] 283,223 125,350 439,817 Other long-term liabilities 6,221 4,970 9,659 Minority interests [Note E] 101,393 132,121 157,453 --------- --------- --------- TOTAL LIABILITIES 494,838 378,313 768,434 --------- --------- --------- Commitments and contingencies [Note G] STOCKHOLDERS' EQUITY [NOTE H] Ordinary shares - par value pound sterling 0.10 per share (1,500 million authorized, 925.1 million issued and outstanding) 92,507 92,500 143,654 Shares of common stock - par value $0.01 per share (1,500 million authorized, 925.1 million issued and outstanding) 5,763 5,763 8,949 Additional paid-in capital 613,626 613,539 952,900 Accumulated deficit (101,822) (88,336) (158,119) --------- --------- --------- TOTAL STOCKHOLDERS' EQUITY 610,074 623,466 947,384 --------- --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 1,104,912 1,001,779 1,715,818 ========= ========= =========
See accompanying notes to the combined financial statements. 3 5 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. COMBINED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
FOR THE THREE MONTHS ENDED JUNE 30, 1996 1995 1996 POUND POUND STERLING STERLING $ [NOTE B] Cash Flows From Operating Activities: Net loss (13,486) (553) (20,942) -------- -------- --------- Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 25,108 15,560 38,990 Amortization of deferred finance costs 3,250 2,852 5,047 Provision for bad debts 2,778 1,490 4,314 Minority interest (30,728) (43,343) (47,718) Deferred income taxes - (6,198) - Non cash compensation costs 95 - 146 Changes in operating assets and liabilities: Receivables 13,848 (12,358) 21,504 Deferred charges and other current assets (476) (1,222) (739) Accounts payable 566 24,137 879 Other liabilities (3,339) 3,532 (5,183) -------- -------- --------- Total adjustments 11,102 (15,550) 17,240 -------- -------- --------- NET CASH USED IN OPERATING ACTIVITIES (2,384) (16,103) (3,702) -------- -------- --------- Cash Flows From Investing Activities: Capital expenditures (160,716) (195,780) (249,576) -------- -------- -------- Other investing activities, net - 232 - NET CASH USED IN INVESTING ACTIVITIES (160,716) (195,548) (249,576) -------- -------- --------- Cash Flows From Financing Activities: Proceeds from borrowings 157,873 - 245,161 Capital contributions - 5,320 - Repayment of borrowings - (148,425) - Change in other long-term liabilities - 183 - Funding from minorities - 129,844 - Deferred transaction and finance costs - (882) - Loan to NYNEX Corporation - (156,889) - Proceeds of share issue (net of pound sterling 36 million costs) - 380,177 - Activity with minority joint venture partners - (3,119) - -------- ------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 157,873 206,209 245,161 -------- ------- -------- Net decrease in cash and temporary cash investments (5,227) (5,442) (8,117) Cash and temporary cash investments at beginning of period 9,807 41,687 15,229 -------- -------- --------- CASH AND TEMPORARY CASH INVESTMENTS AT END OF PERIOD 4,580 36,245 7,112 ======== ======== =========
See accompanying notes to the combined financial statements. 4 6 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. NOTES TO COMBINED FINANCIAL STATEMENTS (UNAUDITED) A ORGANIZATION OF NYNEX CABLECOMMS In February 1995, two indirect wholly owned subsidiaries of NYNEX Corporation ("NYNEX") were incorporated: NYNEX CableComms Group PLC ("UK CableComms"), a public limited company incorporated under the laws of England and Wales, and NYNEX CableComms Group Inc. ("US CableComms"), a Delaware corporation (together "the Companies"). The ordinary shares of UK CableComms and the common stock of US CableComms may not be traded separately and may only be traded together as Units in the form of ADSs on the Nasdaq National Market and as Units on the London Stock Exchange. UK CableComms and US CableComms hold 90% and 10%, respectively, of the shares in NYNEX UK CableComms Holdings, Inc. ("UK Holdings"). UK CableComms and US CableComms collectively, and the subsidiaries and partnerships in which they have the entire or a majority ownership interest, are hereinafter referred to as "NYNEX CableComms". B BASIS OF PRESENTATION The unaudited combined financial statements have been prepared by UK CableComms and US CableComms pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and, in the opinion of management, include all adjustments necessary for a fair presentation of the financial information for each period shown in accordance with accounting principles generally accepted in the United States. Certain information and footnote disclosures normally included in combined financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. The results for interim periods are not necessarily indicative of the results for the full year. The unaudited combined financial statements should be read in conjunction with the audited combined financial statements and the notes thereto included in the Companies' latest Annual Report and incorporated by reference in the Companies' Form 10-K for the year ended December 31, 1995. The unaudited combined financial statements are presented in thousands of pounds sterling ("pound sterling"). Solely for the convenience of the reader, the unaudited combined financial statements as at and for the period ended June 30, 1996 have been presented in US dollars ("$") at the rate pound sterling 1.00 = $1.5529, the Noon Buying Rate of the Federal Reserve Bank of New York on June 28, 1996. The presentation of the US dollar amounts should not be construed as US GAAP, or as a representation that the pounds sterling amounts shown could be so converted into US dollars at the rate indicated or at any other rate. 5 7 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. Certain defined terms used herein are defined in the Glossary to the Companies' latest Annual Report. C PRINCIPLES OF COMBINATION The unaudited combined financial statements present the financial position, results of operations, and cash flows of NYNEX CableComms as if the ownership structure, established on June 14, 1995, had been in existence throughout the periods covered by these unaudited combined financial statements. Transactions between entities which are now part of NYNEX CableComms and all significant intercompany accounts and transactions have been eliminated in combination. Certain costs incurred by NYNEX have been charged to NYNEX CableComms on a direct basis or, prior to completion of the Combined Offering, on an allocated basis. Such costs are not substantially different than those which NYNEX CableComms would have incurred on a stand-alone basis. D FINANCING OF NYNEX CABLECOMMS At June 30, 1996, NYNEX CableComms was party to two broadly similar financing arrangements, one for the Northern Operating Companies and one for the Southern Operating Companies. Under the arrangements, two entities related to NYNEX (the "North limited partner" and the "South limited partner") provide credit facilities to the operating companies and invest capital, through limited partnership interests, in partnerships controlled by NYNEX CableComms. Deferred finance costs of pound sterling 42.0 million for the Northern arrangement and pound sterling 23.0 million for the Southern arrangement were incurred in December 1994 and December 1993, respectively. Credit Facilities The credit facilities are for a maximum of pound sterling 542.5 million in the case of the Northern Operating Companies and pound sterling 274.0 million in the case of the Southern Operating Companies. An additional pound sterling 157.5 million is available under the North facility to expand the network into additional franchise areas if such franchises are acquired prior to December 31, 1998. NYNEX CableComms has entered into two forward starting interest rate swaps with NYNEX to reduce potential exposure to interest rate risk on floating rate financing arrangements. 6 8 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. E MINORITY INTEREST The North limited partner and the South limited partner also have limited partnership interests in partnerships (the "North Partnership" and the "South Partnership") controlled by NYNEX CableComms. Minority interest reflects the limited partners' interest in the North and South Partnerships. The limited partners have contributed pound sterling 131.3 million and pound sterling 80.4 million, respectively, as of June 30, 1996. The Minority interest in the North Partnership and South Partnership was pound sterling 43.5 million and pound sterling 57.9 million at June 30, 1996, respectively. Under the Agreements, NYNEX CableComms generally has an 85% interest, and the limited partners generally have a 15% interest, in all items of income, gain, loss, deduction or credit, except in respect of the initial losses and profits (being specified amounts of profits or losses calculated in accordance with US tax principles) of the relevant Partnership. Initial losses up to a maximum cumulative amount of pound sterling 200.0 million for the North Partnership and pound sterling 40.0 million for the South Partnership will be allocated to the limited partners. Subsequent losses will be wholly allocated to NYNEX CableComms until its share of the cumulative losses of the relevant Partnership is equal to 85% of such cumulative losses. Losses thereafter, if any, will be allocated 85% to NYNEX CableComms and 15% to the limited partners. Initial profits will be allocated between NYNEX CableComms and the limited partners in proportion to the cumulative losses allocated to each partner until such losses have been fully offset by profits. Thereafter, all profits are to be allocated 85% to NYNEX CableComms and 15% to the limited partners. Initial losses for the South Partnership reached pound sterling 40.0 million in the first quarter of 1996. For the purposes of preparing the combined financial statements, the profit or loss of the relevant Partnership is allocated between NYNEX CableComms and the limited partners in accordance with the profit and loss allocations set out in the relevant Agreement. F SUPPLEMENTAL CASH FLOW INFORMATION The following information is provided in accordance with Statement of Financial Accounting Standards No. 95, "Statement of Cash Flows":
FOR THE SIX MONTHS (In thousands) ENDED JUNE 30, 1996 1995 POUND POUND STERLING STERLING Non cash items excluded from the Combined Statements of Cash Flows: Property, plant and equipment acquired by incurring directly related liabilities 54,849 24,805 ====== ====== Accrued transaction and finance costs - 2,021 ====== ======
7 9 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. G LITIGATION AND OTHER CONTINGENCIES Various legal actions and proceedings are pending that may affect NYNEX CableComms. While counsel cannot give assurance as to the outcome of any of these matters, in the opinion of the management of NYNEX CableComms, based upon the advice of counsel, the ultimate resolution of these matters in future periods is not expected to have a material effect on NYNEX CableComms' financial position, operating results or cash flows. H STOCKHOLDERS' EQUITY The authorized capital of UK CableComms is 1.5 billion ordinary shares with a par value of pound sterling 0.10 per share, of which 925.1 million shares are issued, fully paid and outstanding. The authorized capital of US CableComms is 1.5 billion shares of common stock with a par value of $.01 per share, of which 925.1 million shares are issued, fully paid and outstanding. I SUBSEQUENT EVENTS NYNEX Corporation ("NYNEX"), the majority shareholder in NYNEX CableComms, and Bell Atlantic Corporation ("Bell Atlantic"), have previously announced an intention to merge. On July 2, 1996, NYNEX and Bell Atlantic executed an amendment to their definitive merger agreement, effecting a technical change in the transaction structure of the merger of equals announced on April 22, 1996. As amended, the agreement provides that a newly formed subsidiary of Bell Atlantic will merge with and into NYNEX, thereby making NYNEX a wholly owned subsidiary of Bell Atlantic. There is no change in the fundamental elements of the proposed merger. The exchange ratio for shares is restated to reflect the difference in the transaction. Each NYNEX shareholder will receive 0.768 shares of Bell Atlantic common stock in exchange for one share of NYNEX common stock. The purpose of the amendment to the merger agreement is to expedite the regulatory approval process by eliminating the need to obtain congressional approval of the merger under a 1913 District of Columbia "anti-merger" law. The merger, which is expected to qualify as a pooling of interests for accounting purposes, is subject to a number of conditions, including regulatory approvals, the approval of the shareholders of both NYNEX and Bell Atlantic, and receipt of opinions that the merger will be tax free, except, in the case of NYNEX shareholders, for tax payable because of cash received for a fractional share and the payment by NYNEX of certain transfer taxes on behalf of its shareholders. The transaction is expected to close by April 1997. It is expected that the new combined NYNEX and Bell Atlantic will recognize recurring expense savings of approximately $600 million annually by the third year following the consummation of the merger as a result of consolidating operating systems and other administrative functions and reducing management positions. Of these savings, $300 million is expected to be achieved in the first year following the consummation of the merger with an additional $150 million in each of the two succeeding years. Annual capital expenditures for the new combined NYNEX and Bell Atlantic should reflect approximately $250 to $300 million of incremental purchasing efficiencies. As a result of the merger, the merged NYNEX and Bell Atlantic is expected to incur certain transition and integration charges of approximately $500 million in the first year following the consummation of the merger. An additional $200 to $400 million in charges are anticipated over the two succeeding years. 8 10 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. Information contained above with respect to the expected financial impact of the proposed merger is forward-looking. These statements represent NYNEX's and Bell Atlantic's reasonable judgement with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially. Such factors include: materially adverse changes in economic conditions in the markets served by NYNEX and Bell Atlantic; substantial delay in the expected closing of the merger; competition from others in the local exchange and toll service markets; and the timing of entry and profitability of the new combined NYNEX and Bell Atlantic in the long distance and video markets. 9 11 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SECOND QUARTER OF 1996 AS COMPARED WITH SECOND QUARTER OF 1995 RESULTS OF OPERATIONS REVENUE Operating revenue increased to pound sterling 35.5 million for the second quarter of 1996 from pound sterling 18.4 million for the second quarter of 1995. The increase is attributable primarily to an increased customer base, due to further marketing in NYNEX CableComms' existing operational franchises as construction of the network continues. CABLE TELEVISION. Cable television revenue increased to pound sterling 14.9 million for the second quarter of 1996 from pound sterling 8.8 million for the second quarter of 1995. This increase was primarily the result of an increase in the number of basic customers and an increase in the average revenue per basic customer. The number of basic customers increased to 226,849 at June 30, 1996 from 146,575 at June 30, 1995, while the average monthly cable television revenue per basic customer increased to pound sterling 22.56 for the second quarter of 1996 from pound sterling 21.23 for the second quarter of 1995. The overall increase in average monthly cable television revenue per basic customer is primarily attributable to a favorable increase in the pay to basic ratio. The pay to basic ratio increased to 197.1% at June 30, 1996 from 154.9% at June 30, 1995. The increase was primarily due to the change in the packaging and pricing structure of the premium channels in June 1995, designed to encourage customers to purchase premium channels thereby enabling NYNEX CableComms to take advantage of improved pricing in the BSkyB contract executed in the second quarter of 1995. The number of cable television homes passed and marketed in NYNEX CableComms' operating franchises increased to 1,156,658 at June 30, 1996 from 780,275 at June 30, 1995. Penetration rates increased to 19.6% at June 30, 1996 from 18.8% at June 30, 1995, as a higher proportion of NYNEX CableComms' potential customers chose to purchase television services. This increase has been driven by a number of marketing initiatives such as a "dual single service upgrade" introduced in the last six months, a restructuring of the sales commission policy and an emphasis on retaining customers. NYNEX CableComms' churn rate increased to 30.6% at June 30, 1996 from 28.6% at June 30, 1995. RESIDENTIAL TELECOMMUNICATIONS. Residential telecommunications revenue increased to pound sterling 16.4 million for the second quarter of 1996 from pound sterling 7.6 million for the second quarter of 1995. This increase was primarily the result of an increase in the number of residential telecommunications lines and an increase in the average monthly revenue per line. The number of residential telecommunications lines increased to 296,236 at June 30, 1996 from 152,215 at June 30, 1995. 10 12 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SECOND QUARTER OF 1996 AS COMPARED WITH SECOND QUARTER OF 1995 The average monthly residential telecommunications revenue per line increased to pound sterling 19.31 for the second quarter of 1996 from pound sterling 19.06 for the second quarter of 1995. When introducing price savings to the average residential customer of 25% over British Telecommunications plc ("BT's") standard call charges before discounts and promotions in March 1995, NYNEX CableComms believed that the immediate reduction in revenue resulting from offering these enhanced savings would be more than offset over time by additional revenue resulting from increased telecommunications penetration rates and greater usage attributable to this strategy. Both the increase in penetration rate to 26.2% at June 30, 1996 from 22.5% at June 30, 1995 and the increased average monthly revenue support this belief. NYNEX CableComms believes that the increase in penetration rates is primarily attributable to its pricing strategy and broader acceptance of its telecommunications' service as an alternative to BT's. The increase in the number of residential telecommunications lines reflects the increase in the number of homes passed and marketed for residential telecommunications services, which increased to 1,132,565 at June 30, 1996 from 676,721 at June 30, 1995. The residential telecommunications churn rate increased to 16.8% at June 30, 1996 from 15.3% at June 30, 1995. BUSINESS TELECOMMUNICATIONS. Business telecommunications revenue increased to pound sterling 3.1 million for the second quarter of 1996 from pound sterling 1.0 million for the second quarter of 1995. This increase was primarily attributable to an increase in the number of lines and the increase in the average monthly revenue. The number of business telecommunications lines increased to 22,025 at June 30, 1996 from 9,022 at June 30, 1995, and the average monthly business telecommunications revenue per line increased to pound sterling 51.23 for the second quarter of 1996 from pound sterling 42.31 for the second quarter of 1995. As with residential telecommunications, NYNEX CableComms believed that the immediate reduction in revenue resulting from offering price savings over BT would be more than offset over time by additional revenue generated from increased take-up of business telecommunications services and greater usage attributable to this strategy. In March 1996, business telesales was introduced as a new sales medium for business customers, together with a new stepped rental charge for business customers using CENTREX. These new marketing initiatives were designed to encourage greater usage and increase average monthly revenue per line. The upward trend in average monthly revenue per line and the increased average number of lines per business customer to 3.7 at June 30, 1996 from 2.3 at June 30, 1995 support both the above strategies. 11 13 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SECOND QUARTER OF 1996 AS COMPARED WITH SECOND QUARTER OF 1995 The increase in the number of business telecommunications lines also resulted from an increase in the number of businesses passed and marketed for telecommunications services. NYNEX CableComms estimates that the number of businesses passed and marketed for telecommunications services increased to 34,155 at June 30, 1996 from 25,073 at June 30, 1995. The business telecommunications churn rate increased to 13.4% at June 30, 1996 from 10.3% at June 30, 1995. INSTALLATION. NYNEX CableComms' combined installation revenues for cable television and residential and business telecommunications increased to pound sterling 1.2 million for the second quarter of 1996 from pound sterling 1.0 million for the second quarter of 1995. The growth in revenue primarily reflects the increase in business installations in the second quarter of 1996 compared to the second quarter of 1995. OPERATING EXPENSES. Operating expenses increased to pound sterling 51.1 million for the second quarter of 1996 from pound sterling 43.7 million for the second quarter of 1995 as a result of the continued growth in NYNEX CableComms' network and customer base. The components of total operating expenses are cable television programming costs, telecommunications expenses, depreciation and amortization, staff costs and selling, general and administrative expenses. Total programming costs increased to pound sterling 7.7 million for the second quarter of 1996 from pound sterling 4.3 million for the second quarter of 1995. Total programming costs as a percentage of cable television revenue were 52% for the second quarter of 1996 compared with 49% for the second quarter of 1995. The increased costs are a result of introducing new channels over the last twelve months and increased rates charged by programming providers, the costs of which have not been passed on to NYNEX CableComms' customers. The change in the packaging and pricing structure of the premium channels in June 1995 also resulted in a reduced gross profit margin being achieved on premium channels. NYNEX CableComms' programming costs have benefited in the second quarter of 1996 from the fixed term programming agreement with BSkyB signed in the second quarter of 1995. NYNEX CableComms believes that passing an element of these cost savings to cable television customers will stimulate demand for premium channels, resulting in an increase in the pay to basic ratio, average monthly revenue per customer and penetration rates, as demonstrated this quarter. Telecommunications expenses for the second quarter of 1996 were pound sterling 7.2 million compared with pound sterling 3.5 million for the second quarter of 1995. Telecommunications expenses principally represent interconnect charges paid to national and international carriers for NYNEX CableComms' traffic 12 14 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SECOND QUARTER OF 1996 AS COMPARED WITH SECOND QUARTER OF 1995 over their respective networks; these costs increase as the volume of traffic increases. As a result of the completion of installation of digital switches in all its franchises in 1995, NYNEX CableComms has eliminated the need to pay third parties for switching calls to other telecommunications operators. Total telecommunications expenses as a percentage of telecommunications revenue were 37% for the second quarter of 1996 compared with 40% for the second quarter of 1995. Depreciation and amortization increased to pound sterling 12.9 million for the second quarter of 1996 from pound sterling 8.0 million for the second quarter of 1995. This increase is primarily related to the increase in the cost of total property, plant and equipment to pound sterling 1,072.4 million at June 30, 1996 from pound sterling 700.6 million at June 30, 1995. Depreciation will continue to rise as the network is built out. Staff costs, which include salaries, wages, benefits and sales commissions, decreased to pound sterling 11.1 million for the second quarter of 1996 from pound sterling 13.1 million for the second quarter of 1995. The decrease is due to a reduction in the number of NYNEX CableComms' employees as a result of the cost-management program undertaken towards the end of 1995. The number of employees (excluding sub-contract installers) was 2,455 full time equivalents at June 30, 1996, compared with 2,837 at June 30, 1995. Selling, general and administrative expenses decreased to pound sterling 12.2 million for the second quarter of 1996 from pound sterling 14.8 million for the second quarter of 1995 as a result of the cost-management program and as the scale of NYNEX CableComms' operations matured. Following the cost-management program undertaken towards the end of 1995, NYNEX CableComms has continued to realize business efficiencies. Cost improvements have been made in most areas during the second quarter of 1996, in particular billing, data processing and software enhancement costs, which increased significantly during the second quarter of 1995 as the customer base continued to grow and the implementation of NYNEX CableComms' Integrated Customer Management System ("ICMS") continued. In addition, recruitment, training and consultancy costs have been reduced following the cost-management program. Total operating expenses directly attributable to the design, construction and installation of the network are capitalized within the network and not charged to income. These capitalized costs were pound sterling 11.5 million for the second quarter of 1996 and pound sterling 9.3 million for the second quarter of 1995. 13 15 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SECOND QUARTER OF 1996 AS COMPARED WITH SECOND QUARTER OF 1995 OTHER INCOME (EXPENSE) Interest income, which primarily represents interest on bank deposits, decreased to pound sterling 0.8 million for the second quarter of 1996 from pound sterling 1.5 million for the second quarter of 1995. Interest income arises primarily from the investment of borrowings and capital contributions in advance of capital expenditures and operating cash flow requirements. In 1995 additional interest income was earned from the investment of the proceeds of the share issuance in June 1995. In the second quarter of 1996, interest expense decreased to pound sterling 4.9 million, net of pound sterling 2.0 million which was capitalized, from pound sterling 8.9 million, net of pound sterling 0.3 million which was capitalized, for the second quarter of 1995. In the second quarter of 1996, pound sterling 1.6 million of interest expense was attributable to the amortization of deferred finance costs, compared to pound sterling 1.8 million in the second quarter of 1995. The balance of interest expense for both periods was primarily interest paid to the North and South limited partners in respect of relevant financing arrangements. The amount of capitalized interest relates to the level of work-in-progress and the level of long-term debt which increased to pound sterling 283.2 million at June 30, 1996 from pound sterling 97.1 million at June 30, 1995. In 1995, interest expense increased as a result of increased funding during the period from the financing arrangements for the Northern Operating Companies and the Southern Operating Companies and the reorganization of the financing arrangements for the Southern Operating Companies on March 31, 1995. The reorganization resulted in the reclassification of pound sterling 193.6 million from Minority Interest and Capital Contributions from NYNEX to long-term debt; contributing to a higher interest expense in the second quarter of 1995. At the end of June 1995 a significant portion of long-term debt was eliminated using the proceeds of the share issuance on June 14, 1995. The Minority interest portion of the loss for the second quarter of 1996 was pound sterling 15.5 million compared with pound sterling 31.4 million for the second quarter of 1995. (See Note E to the unaudited Combined Financial Statements describing the Minority Interest in NYNEX CableComms). INCOME TAXES Prior to June 14, 1995, NYNEX CableComms' US corporations were included in the NYNEX consolidated tax return and in New York State and New York City combined income tax filings. While included in the NYNEX tax filings, NYNEX CableComms was allocated payments in accordance with the effect its losses had on reducing the consolidated group's taxable income. As a result of the reorganization, which occurred immediately prior to the completion of the 14 16 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SECOND QUARTER OF 1996 AS COMPARED WITH SECOND QUARTER OF 1995 Combined Offering on June 14, 1995, NYNEX CableComms and its US corporations no longer qualify to be included in the NYNEX consolidated US federal tax return or in any state or local combined tax returns. As such, any equivalent payments will no longer be made to NYNEX CableComms by NYNEX for any future losses generated. For periods after June 14, 1995, NYNEX UK CableComms Holdings Inc. and its US subsidiaries will be treated as a consolidated group of corporations for US tax return purposes. However, neither UK CableComms nor US CableComms will be consolidated with UK Holdings or its subsidiaries for US tax purposes. As a result, UK CableComms and US CableComms will file their own US federal tax returns. Therefore no tax benefit arose in the second quarter of 1996. Of the pound sterling 4.4 million tax benefit for the second quarter of 1995, pound sterling 3.1 million was attributable to a deferred tax credit in the quarter. FOREIGN EXCHANGE All of NYNEX CableComms' revenues are denominated in pounds sterling. Although the majority of NYNEX CableComms' operating expenses are incurred in pounds sterling, NYNEX CableComms purchases certain of its network materials, equipment and the services of seconded NYNEX employees in US dollars. During the second quarters of 1996 and 1995, NYNEX CableComms did not experience significant gains or losses as a result of fluctuations in the exchange rate of currencies. To date, NYNEX CableComms has not used foreign currency hedging instruments to reduce its exposure to foreign exchange fluctuations. 15 17 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995 RESULTS OF OPERATIONS REVENUE Operating revenue increased to pound sterling 68.1 million for the first six months of 1996 from pound sterling 35.3 million for the first six months of 1995. The increase is attributable primarily to an increased customer base, due to further marketing in NYNEX CableComms' existing operational franchises as construction of the network continues. CABLE TELEVISION. Cable television revenue increased to pound sterling 29.2 million for the first six months of 1996 from pound sterling 16.7 million for the first six months of 1995. This increase was primarily the result of an increase in the number of basic customers and an increase in the average revenue per basic customer. The number of basic customers increased to 226,849 at June 30, 1996 from 146,575 at June 30, 1995, while the average monthly cable television revenue per basic customer increased to pound sterling 22.95 for the first six months of 1996 from pound sterling 21.25 for the first six months of 1995. The overall increase in average monthly cable television revenue per basic customer is primarily attributable to a favorable increase in the pay to basic ratio. The pay to basic ratio increased to 197.1% at June 30, 1996 from 154.9% at June 30, 1995. The increase was primarily due to the change in the packaging and pricing structure of the premium channels in June 1995, designed to encourage customers to purchase premium channels thereby enabling NYNEX CableComms to take advantage of improved pricing in the BSkyB contract executed in the second quarter of 1996. The number of cable television homes passed and marketed in NYNEX CableComms' operating franchises increased to 1,156,658 at June 30, 1996 from 780,275 at June 30, 1995. Penetration rates increased to 19.6% at June 30, 1996 from 18.8% at June 30, 1995, as a higher proportion of NYNEX CableComms' potential customers chose to purchase television services. This increase has been driven by a number of marketing initiatives such as a "dual single service upgrade" introduced in the last six months, a restructuring of the sales commission policy and an emphasis on retaining customers. NYNEX CableComms' churn rate increased to 30.6% at June 30, 1996 from 28.6% at June 30, 1995. During the first quarter of 1996, NYNEX CableComms transmitted its first Pay-Per-View event. 35,287 of NYNEX CableComms' customers subscribed to the program (representing approximately 17.9% of the customer base at December 31, 1995), which generated revenue of pound sterling 0.3 million. 16 18 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995 RESIDENTIAL TELECOMMUNICATIONS. Residential telecommunications revenue increased to pound sterling 31.2 million for the first six months of 1996 from pound sterling 14.9 million for the first six months of 1995. This increase was primarily the result of an increase in the number of residential telecommunications lines which was partially offset by a decrease in the average revenue per line resulting from NYNEX CableComms' introduction of an aggressive pricing strategy in March 1995, whereby NYNEX CableComms provides its average residential customer with savings of 25% on monthly bills for line rental and call charges combined over BT's standard prices, before discounts and promotions. The number of residential telecommunications lines increased to 296,236 at June 30, 1996 from 152,215 at June 30, 1995, while the average monthly residential telecommunications revenue per line decreased to pound sterling 19.49 for the first six months of 1996 from pound sterling 20.74 for the first six months of 1995. When introducing the price reductions, NYNEX CableComms believed that the immediate reduction in revenue resulting from offering these enhanced savings would be more than offset over time by additional revenue resulting from increased telecommunications penetration rates and greater usage attributable to this strategy. Both the increase in penetration and an upward trend in usage support this belief, as does the increased average monthly revenue for the second quarter of 1996 compared to the second quarter of 1995. The increase in the number of residential telecommunications lines reflects the increase in the number of homes passed and marketed for residential telecommunications services, which increased to 1,132,565 at June 30, 1996 from 676,721 at June 30, 1995. Penetration rates increased to 26.2% at June 30, 1996 from 22.5% at June 30, 1995. NYNEX CableComms believes that the increase in penetration rates is primarily attributable to its pricing strategy and broader acceptance of its telecommunications' service as an alternative to BT's. The residential telecommunications churn rate increased to 16.8% at June 30, 1996 from 15.3% at June 30, 1995. BUSINESS TELECOMMUNICATIONS. Business telecommunications revenue increased to pound sterling 5.5 million for the first six months of 1996 from pound sterling 1.9 million for the first six months of 1995. This increase was primarily attributable to an increase in the number of business lines, and an increase in the average monthly revenue. The number of business telecommunications lines increased to 22,025 at June 30, 1996 from 9,022 at June 30, 1995, and the average monthly business telecommunications revenue per line increased to pound sterling 50.41 for the first six months of 1996 from pound sterling 46.73 for the first six months of 1995. As with residential telecommunications, NYNEX CableComms believed that the immediate reduction in revenue resulting from offering price savings over BT would be more than offset over time by additional revenue generated from increased take-up of business 17 19 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995 telecommunications services and greater usage attributable to this strategy. In March 1996, business telesales was introduced as a new sales medium for business customers, together with a new stepped rental charge for business customers using CENTREX. These new marketing initiatives were designed to encourage greater usage and increase average monthly revenue per line. The upward trend in average monthly revenue per line and the increased average number of lines per business customer to 3.7 at June 30, 1996 from 2.3 at June 30, 1995 support both the above strategies. The increase in the number of business telecommunications lines also resulted from an increase in the number of businesses passed and marketed for telecommunications services. NYNEX CableComms estimates that the number of businesses passed and marketed for telecommunications services increased to 34,155 at June 30, 1996 from 25,073 at June 30, 1995. The business telecommunications churn rate increased to 13.4% at June 30, 1996 from 10.3% at June 30, 1995. INSTALLATION. NYNEX CableComms' combined installation revenues for cable television and residential and business telecommunications increased to pound sterling 2.2 million for the first six months of 1996 from pound sterling 1.7 million for the first six months of 1995. This growth in revenue reflects the ongoing construction of NYNEX CableComms' network and the corresponding expansion of its customer base. OPERATING EXPENSES. Operating expenses increased to pound sterling 102.8 million for the first six months of 1996 from pound sterling 82.7 million for the first six months of 1995 as a result of the continued growth in NYNEX CableComms' network and customer base. The components of total operating expenses are cable television programming costs, telecommunications expenses, depreciation and amortization, staff costs and selling, general and administrative expenses. Total programming costs increased to pound sterling 15.5 million for the first six months of 1996 from pound sterling 8.0 million for the first six months of 1995. Total programming costs as a percentage of cable television revenue were 53% for the first six months of 1996 compared with 48% for the first six months of 1995. The increased costs are a result of introducing new channels over the last twelve months and increased rates charged by programming providers, the costs of which have not been passed on to NYNEX CableComms' customers. The change in the packaging and pricing structure of the premium channels in June 1995 also resulted in a reduced gross profit margin being achieved on premium channels. NYNEX CableComms' programming costs have benefited in the second quarter of 1996 from the fixed term programming agreement with BSkyB signed in the second quarter of 1995. NYNEX CableComms believes that passing an element of these cost savings to cable television customers will stimulate demand for premium channels, resulting in 18 20 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995 an increase in the pay to basic ratio, average monthly revenue per customer and penetration rates, as demonstrated in the first six months of 1996 compared to the same period in 1995. Telecommunications expenses for the first six months of 1996 were pound sterling 14.1 million compared with pound sterling 6.9 million for the first six months of 1995. Telecommunications expenses principally represent interconnect charges paid to national and international carriers for NYNEX CableComms' traffic over their respective networks; these costs increase as the volume of traffic increases. As a result of the completion of installation of digital switches in all its franchises in 1995, NYNEX CableComms has eliminated the need to pay third parties for switching calls to other telecommunications operators. Telecommunications expenses were 39% of telecommunications revenue for the first six months of 1996 compared with 41% for the first six months of 1995, this was achieved despite reductions in the average revenue per line following the adoption of the pricing strategy in March 1995. Depreciation and amortization increased to pound sterling 25.1 million for the first six months of 1996 from pound sterling 15.6 million for the first six months of 1995. This increase is primarily related to the increase in the cost of total property, plant and equipment to pound sterling 1,072.4 million at June 30, 1996 from pound sterling 700.6 million at June 30, 1995. Depreciation will continue to rise as the network is built out. Staff costs, which include salaries, wages, benefits and sales commissions, increased to pound sterling 24.0 million for the first six months of 1996 from pound sterling 22.3 million for the first six months of 1995. Staff costs increased partially as a result of annual basic pay increases made in the second quarter of 1996 and rising sales commissions as more customers purchase NYNEX CableComms' cable services. These additional costs were off-set by reductions in costs as staff numbers have reduced. The staff costs in the first quarter of 1996 also included one-time payments made to employees leaving NYNEX CableComms in the first quarter of 1996. Until February 1996, the number of employees (excluding sub-contract installers) was 2,863. Following the cost-management program undertaken towards the end of 1995, the number of employees (excluding subcontract installers), was 2,455 full time equivalents at June 30, 1996, compared with 2,837 at June 30, 1995. Selling, general and administrative expenses decreased to pound sterling 24.0 million for the first six months of 1996 from pound sterling 29.9 million for the first six months of 1995 as a result of the cost-management program and as the scale of NYNEX CableComms' operations matured. Following the cost-management program undertaken towards the end of 1995, NYNEX CableComms continued to make business efficiencies. Cost improvements have been made in most areas during the first six months of 1996, in particular billing, data processing and software enhancement costs, which increased significantly during the first six months of 1995 as the customer base continued to 19 21 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995 grow and the implementation of NYNEX CableComms' Integrated Customer Management System ("ICMS") continued. In the final quarter of 1995, revisions to the agreement associated with the cost of development of ICMS were negotiated, the benefits of which have been seen in the first six months of 1996. In addition, recruitment, training and consultant costs have been reduced following the cost-management program. Total operating expenses directly attributable to the design, construction and installation of the network are capitalized within the network and not charged to income. These capitalized costs were pound sterling 22.4 million for the first six months of 1996 and pound sterling 19.0 million for the first six months of 1995. OTHER INCOME (EXPENSE) Interest income, which primarily represents interest on bank deposits decreased to pound sterling 0.9 million for the first six months of 1996 from pound sterling 1.8 million for the first six months of 1995. Interest income arises primarily from the investment of borrowings and capital contributions in advance of capital expenditures and operating cash flow requirements. In 1995 additional interest income was earned from the investment of the proceeds of the share issuance in June 1995. In the first six months of 1996, interest expense decreased to pound sterling 10.4 million, net of pound sterling 2.4 million which was capitalized, from pound sterling 11.1 million, net of pound sterling 0.6 million which was capitalized, for the first six months of 1995. In the first six months of 1996, pound sterling 3.2 million of interest expense was attributable to the amortization of deferred finance costs, compared to pound sterling 2.9 million in the first six months of 1995. The balance of interest expense for both periods was primarily interest paid to the North and South limited partners in respect of relevant financing arrangements. The amount of capitalized interest relates to the level of work-in-progress and the level of long-term debt which increased to pound sterling 283.2 million at June 30, 1996 from pound sterling 97.1 million at June 30, 1995. At the end of June 1995 a significant portion of long-term debt was eliminated using the proceeds of the share issuance on June 14, 1995. The Minority interest portion of the loss for the first six months of 1996 was pound sterling 30.7 million compared with pound sterling 43.3 million for the first six months of 1995. (See Note E to the unaudited Combined Financial Statements describing the Minority Interest in NYNEX CableComms). INCOME TAXES Prior to June 14, 1995, NYNEX CableComms' US corporations were included in the NYNEX consolidated tax return and in New York State and New York City combined income tax filings. 20 22 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995 While included in the NYNEX tax filings, NYNEX CableComms was allocated payments in accordance with the effect its losses had on reducing the consolidated group's taxable income. As a result of the reorganization, which occurred immediately prior to the completion of the Combined Offering on June 14, 1995, NYNEX CableComms and its US corporations no longer qualify to be included in the NYNEX consolidated US federal tax return or in any state or local combined tax returns. As such, any equivalent payments will no longer be made to NYNEX CableComms by NYNEX for any future losses generated. For periods after June 14, 1995, NYNEX UK CableComms Holdings Inc. and its US subsidiaries will be treated as a consolidated group of corporations for US tax return purposes. However, neither UK CableComms nor US CableComms will be consolidated with UK Holdings or its subsidiaries for US tax purposes. As a result, UK CableComms and US CableComms will file their own US federal tax returns. Therefore no tax benefit arose in the first six months of 1996. Of the pound sterling 12.8 million tax benefit for the first six months of 1995, pound sterling 6.2 million was attributable to a deferred tax credit in the period. The balance was primarily attributable to losses in the period. FOREIGN EXCHANGE All of NYNEX CableComms' revenues are denominated in pounds sterling. Although the majority of NYNEX CableComms' operating expenses are incurred in pounds sterling, NYNEX CableComms purchases certain of its network materials, equipment and the services of seconded NYNEX employees in US dollars. During the first six months of 1996 and 1995, NYNEX CableComms did not experience significant gains or losses as a result of fluctuations in the exchange rate of currencies. To date, NYNEX CableComms has not used foreign currency hedging instruments to reduce its exposure to foreign exchange fluctuations. CAPITAL RESOURCES, CASH FLOWS AND LIQUIDITY Significant additional capital expenditures are required to construct the remaining portions of NYNEX CableComms' network. Under the terms of current licenses, NYNEX CableComms is required to construct cable television systems passing an additional 1.1 million premises by the end of 2000, in accordance with a series of prescribed intermediate milestones for each of its franchises. NYNEX CableComms expects to have significant capital requirements for the foreseeable future, expecting to make capital expenditures of approximately pound sterling 1.0 billion over the three-year period beginning January 1, 1996. By the end of this three year period, NYNEX CableComms intends to have largely completed network construction in its existing franchises. During the first six months of 1996, capital expenditures were pound sterling 160.7 million. 21 23 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995 FINANCING OF NYNEX CABLECOMMS At June 30, 1996, NYNEX CableComms had available pound sterling 533.3 million of undrawn debt facilities, which are available subject to NYNEX CableComms passing a certain number of homes. In addition, NYNEX has entered into a credit facility with NYNEX CableComms to make available a credit facility of pound sterling 200.0 million. NYNEX CableComms may make drawings under this facility at any time after June 1, 1996 and amounts borrowed may remain outstanding until 1998. No drawings have been made on this facility. The financing of NYNEX CableComms is described in Notes D and E to the unaudited Combined Financial Statements. The North limited partner has contributed pound sterling 131.3 million and pound sterling 110.0 million to the North Partnership at June 30, 1996 and 1995, respectively, and has provided a further pound sterling 197.1 million and pound sterling 91.7 million in financing to the Northern Operating Companies under the North Credit Facility at those dates, respectively. The South limited partner has contributed pound sterling 80.4 million and pound sterling 69.8 million to the South Partnership at June 30, 1996 and 1995, respectively, and has provided a further pound sterling 86.1 million and pound sterling 5.4 million in financing to the Southern Operating Companies under the South Credit Facility at those dates, respectively. CASH FLOWS AND LIQUIDITY NYNEX CableComms had net cash used in operating activities of pound sterling 2.4 million and pound sterling 16.1 million for the first six months of 1996 and 1995, respectively. Net cash used in investing activities was pound sterling 160.7 million and pound sterling 195.5 million for the first six months of 1996 and 1995, respectively, for expenditures on constructing the network and associated capital expenditures. Net cash provided by financing activities was pound sterling 157.9 million and pound sterling 206.2 million for the first six months of 1996 and 1995, respectively. In the first six months of 1995, NYNEX made capital contributions of pound sterling 5.3 million to NYNEX CableComms. Capital contributions by NYNEX to NYNEX CableComms ceased on March 31, 1995 when the financing arrangements for the South were reorganized. After this date, all funding by NYNEX has been through the North and the South limited partners. No capital contributions were made by the North and South limited partners during the first six months of 1996. During the first six months of 1996, the Northern Operating Companies and Southern Operating Companies borrowed pound sterling 157.9 million under the credit facilities which are detailed in Note D to the unaudited Combined Financial Statements. 22 24 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995 OTHER MATTERS REGULATORY ISSUES (I) NUMBER PORTABILITY Number portability allows customers to retain their telephone number when changing telephone operators. Previously customers using NYNEX CableComms' or any other cable operator's telecommunications service had to change their telephone number. On May 22, 1996, NYNEX CableComms became the first company in the UK to launch a commercial number portability service. The franchise chosen for release of the product was Derby. The remainder of the NYNEX franchises are expected to have number portability in place in the third quarter of 1996. (II) PRICE CONTROL REVIEW Since December 1995, the Office of Telecommunications ("OFTEL"), has been consulting on the BT retail price control to replace the current retail price index (RPI) minus 7.5% regime that will expire on July 31, 1997. OFTEL is also seeking to install a new interconnect regime based on long run incremental costs. On June 3, 1996, OFTEL announced its final proposal for BT's retail price cap. This is a four year cap, commencing on August 1, 1997, set at RPI-4.5% on the bottom 80% of residential customers by telecommunications expenditure. Small business customers will be subject to a cap limiting increases in line rentals to RPI+0% and with access to the same reductions in call price charges as for residential customers. OFTEL has stated that this will be the last retail price control. A final decision on the network cap has been delayed until early 1997 to allow more work to be performed on the incremental cost base. Modifications to BT's license putting into affect the proposed changes, as well as a condition that enables OFTEL to effectively address anti-competitive behavior, were presented to the BT Board on July 18, 1996. These received acceptance by BT, with certain substantive alterations. OFTEL are now undertaking a further statutory consultation on the proposed alterations. Provided there are no further changes, BT's licence will be modified by the end of the third quarter of 1996. 23 25 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995 (III) INTERNATIONAL CONSULTATION In March 1996, the Department of Trade and Industry (DTI) released a consultative document that proposed the licensing of additional facilities-based operators in the international call market. On June 9, 1996, following examination of the responses to the consultation document, the UK Government announced the liberalization of international facilities on all country routes. Previously, only BT and Mercury were licensed to own and operate international facilities from the UK. The first group of license applications have been submitted to the DTI and a consultation on the form of the license is due to commence in the third quarter 1996. Additional international facilities operators should be licensed before the end of 1996. (IV) REVIEW OF MERCURY LICENSE In December 1995, OFTEL consulted on proposals for changes to the Public Telephone Operator license of Mercury Communications Limited which would give Mercury greater freedom to compete. On June 25, 1996, Mercury's license was modified effecting OFTEL's proposed changes. (V) COMPETITION IN TELECOMMUNICATIONS SERVICES In February 1996, OFTEL introduced a consultation document outlining proposals for the encouragement of the provision of enhanced services across telecommunications networks. In June 1996, OFTEL published its final proposals, which allow BT to price its services to other service providers at standard retail prices less the avoidable costs of serving such providers. The BT license modifications implementing the changes will form a part of the resolution of the Price Control Review proposals presented to BT in the third quarter of 1996. 24 26 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995 (VI) OFT DECISION IN BSKYB REVIEW. The UK Office of Fair Trading ("OFT") has completed its comprehensive review of BSkyB's position in the pay TV market and the supply in the UK of programming and related services at the wholesale level. In findings published on July 24, 1996, the OFT concluded, among other things, that barriers to entry resulting from BSkyB's powerful position in the wholesale pay TV market raise concerns that "although BSkyB is not acting anti-competitively, the competitive process is being impaired". To address the situation, the OFT has secured new informal undertakings pursuant to which BSkyB has agreed (a) to submit a proposed new wholesale price list and discount structure (the New Rate Card) to the OFT by July 31, 1996 for consultation with the cable industry and OFT approval; (b) to permit flexibility to cable operators, for which variable prices will be set forth in the New Rate Card, to purchase BSkyB's Basic Channels which can be provided on an unbundled basis to a range of between 80 and 100 percent of a cable operator's subscriber base; and (c) to limit the number and nature of so-called "Bonus" Channels that can be linked to the purchase of other channels. Sixty days after approval by the OFT, BSkyB's wholesale pricing to cable operators without existing fixed term contracts must be in accordance with the New Rate Card. Cable operators with existing fixed term contracts with BSkyB, such as NYNEX CableComms, may continue under those contracts until their expiry or opt for the New Rate Card pricing and discount structure. In connection with its BSkyB review announcement, the OFT also formally recognised that the programming agreement entered into by NYNEX CableComms and BSkyB during the second quarter of 1995, which it had been reviewing under the UK Restrictive Trade Practices Act 1976, has been amended to address the competition concerns of the OFT. SUBSEQUENT EVENTS NYNEX Corporation ("NYNEX"), the majority shareholder in NYNEX CableComms, and Bell Atlantic Corporation ("Bell Atlantic"), have previously announced an intention to merge. On July 2, 1996, NYNEX and Bell Atlantic executed an amendment to their definitive merger agreement, effecting a technical change in the transaction structure of the merger of equals announced on April 22, 1996. As amended, the agreement provides that a newly formed subsidiary of Bell Atlantic will merge with and into NYNEX, thereby making NYNEX a wholly 25 27 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FIRST SIX MONTHS 1996 AS COMPARED TO FIRST SIX MONTHS OF 1995 owned subsidiary of Bell Atlantic. There is no change in the fundamental elements of the proposed merger. The exchange ratio for shares is restated to reflect the difference in the transaction. Each NYNEX shareholder will receive 0.768 shares of Bell Atlantic common stock in exchange for one share of NYNEX common stock. The purpose of the amendment to the merger agreement is to expedite the regulatory approval process by eliminating the need to obtain congressional approval of the merger under a 1913 District of Columbia "anti-merger" law. The merger, which is expected to qualify as a pooling of interests for accounting purposes, is subject to a number of conditions, including regulatory approvals, the approval of the shareholders of both NYNEX and Bell Atlantic, and receipt of opinions that the merger will be tax free, except, in the case of NYNEX shareholders, for tax payable because of cash received for a fractional share and the payment by NYNEX of certain transfer taxes on behalf of its shareholders. The transaction is expected to close by April 1997. It is expected that the new combined NYNEX and Bell Atlantic will recognize recurring expense savings of approximately $600 million annually by the third year following the consummation of the merger as a result of consolidating operating systems and other administrative functions and reducing management positions. Of these savings, $300 million is expected to be achieved in the first year following the consummation of the merger with an additional $150 million in each of the two succeeding years. Annual capital expenditures for the new combined NYNEX and Bell Atlantic should reflect approximately $250 to $300 million of incremental purchasing efficiencies. As a result of the merger, the merged NYNEX and Bell Atlantic is expected to incur certain transition and integration charges of approximately $500 million in the first year following the consummation of the merger. An additional $200 to $400 million in charges are anticipated over the two succeeding years. Information contained above with respect to the expected financial impact of the proposed merger is forward-looking. These statements represent NYNEX's and Bell Atlantic's reasonable judgement with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially. Such factors include: materially adverse changes in economic conditions in the markets served by NYNEX and Bell Atlantic; substantial delay in the expected closing of the merger; competition from others in the local exchange and toll service markets; and the timing of entry and profitability of the new combined NYNEX and Bell Atlantic in the long distance and video markets. 26 28 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. OPERATING STATISTICS - SECOND QUARTER 1995 (UNAUDITED) THE FOLLOWING TABLE SUMMARIZES INFORMATION SET OUT IN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS:
NET ADDITIONS 3 MONTHS TO 3 MONTHS TO 6 MONTHS TO 6 MONTHS TO JUNE 30, JUNE 30, JUNE 30, JUNE 30, 1996 1995 1996 1995 CABLE TELEVISION: Homes passed and marketed 84,402 92,352 161,741 156,184 Cable television customers 15,238 16,198 29,845 24,607 RESIDENTIAL TELECOMMUNICATIONS: Homes passed and marketed 98,621 116,032 186,763 175,690 Residential lines connected 28,001 35,601 63,685 53,261 BUSINESS TELECOMMUNICATIONS: Business lines connected 3,859 2,544 7,765 3,711
CUMULATIVE JUNE 30, JUNE 30, DECEMBER 31, 1996 1995 1995 TOTAL TOTAL TOTAL Homes passed 1,491,591 879,420 1,201,471 Businesses passed 68,297 31,917 51,761 --------- ------- --------- Total premises passed 1,559,888 911,337 1,253,232 ========= ======= ========= CABLE TELEVISION: Homes passed and marketed 1,156,658 780,275 994,917 Average monthly revenue per customer pound sterling 22.95 pound sterling 21.25 pound sterling 21.59 Basic customers 226,849 146,575 197,004 Penetration rate 19.6% 18.8% 19.8% Pay to basic ratio 197.1% 154.9% 209.3% Churn rate 30.6% 28.6% 29.4% RESIDENTIAL TELECOMMUNICATIONS: Homes passed and marketed 1,132,565 676,721 945,802 Average monthly revenue per customer pound sterling 19.49 pound sterling 20.74 pound sterling 19.52 Residential lines connected 296,236 152,215 232,551 Penetration rate 26.2% 22.5% 24.6% Churn rate 16.8% 15.3% 17.5% BUSINESS TELECOMMUNICATIONS: Businesses passed and marketed 34,155 25,073 30,450 Average monthly revenue per customer pound sterling 50.41 pound sterling 46.73 pound sterling 46.82 Business lines connected 22,025 9,022 14,260 Average number of lines per customer 3.7 2.3 2.8
27 29 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. PART II - OTHER INFORMATION ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS NYNEX CableComms Group PLC ("UK CableComms") The Annual General Meeting of shareholders of UK CableComms, was held on May 8, 1996. The Directors' Report and Accounts for the year ended December 31, 1995 were received and adopted by the indicated votes:
% of Shares Voted ----------------- For: 669,443,783 shares 99.98 Against: 10,464 shares - Abstain: 118,506 shares 0.02
The re-appointment of Coopers & Lybrand as UK auditors and Coopers & Lybrand L.L.P. as US auditors and authorization for the Directors to fix their remuneration were ratified by the indicated votes:
% of Shares Voted ----------------- For: 669,439,800 shares 9.98 Against: 127,332 shares 0.02 Abstain: 5,621 shares -
The following directors were re-elected to the Board by the indicated votes:
For %* Withheld %* --- ---- -------- ---- John F. Killian 669,535,710 99.99 37,043 0.01 Nicholas Mearing-Smith 669,536,565 99.99 36,188 0.01 Sir Michael Checkland 669,528,084 99.99 44,669 0.01 John Rennocks 669,535,171 99.99 37,582 0.01
*% of shares voted 28 30 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. The following Directors had terms of office as Directors continuing after the date of the Annual General Meeting: Richard W. Blackburn Jeffrey A. Bowden Robert T. Anderson Alan Z. Senter The Directors were generally and unconditionally authorized to exercize all or any powers of the Company to allot relevant securities (within the meaning of Section 80 of the Companies Act 1985) up to an aggregate nominal amount of 30,833,333 in substitution for previous authorities, except to the extent utilized at the date of this Resolution, by the indicated votes:
% of Shares Voted ----------------- For: 669,469,955 99.99 Against: 85,592 0.01 Abstain: 17,206 -
The Directors were authorized to allot additional securities under certain circumstances without further shareholder approval, by the indicated votes:
% of Shares Voted ----------------- For: 669,456,039 99.99 Against: 94,882 0.01 Abstain: 21,832 -
No shareholders presented any proposals at the Meeting. NYNEX CableComms Group Inc. ("US CableComms") The Annual Meeting of shareholders of US CableComms was held on May 8, 1996. The re-appointment of Coopers & Lybrand as UK auditors and Coopers & Lybrand L.L.P. as US auditors and authorization for the directors to fix their remuneration were ratified by the indicated votes:
% of Shares Voted ----------------- For 677,474,019 99.98 Against: 130,390 0.02 Abstain: 6,350 -
29 31 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. The following Directors were re-elected to the Board by the indicated votes:
For %* Withheld %* --- ---- -------- ---- John F. Killian 677,571,917 99.99 38,842 0.01 Nicholas Mearing-Smith 677,573,282 99.99 37,477 0.01 Sir Michael Checkland 677,565,437 99.99 45,322 0.01 John Rennocks 677,573,378 99.99 37,381 0.01
*% of shares voted The following Directors had terms of office as Directors continuing after the date of the Annual Meeting: Richard W. Blackburn Jeffrey A. Bowden Robert T. Anderson Alan Z. Senter ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K (A) EXHIBITS
EXHIBIT NUMBER 10.1 Standard Interconnect Agreement dated May 13, 1996 between British Telecommunications plc ("BT") and NYNEX CableComms Derby. (Identical agreements have been entered into between BT and fifteen other affiliates of the Registrants.) 10.2 Transition Agreement dated May 13, 1996 between BT and NYNEX CableComms Bolton. ( Identical agreements have been entered into between BT and fifteen other affiliates of the Registrants.) 27 Financial Data Schedule
(B) REPORTS ON FORM 8-K No report on Form 8-K was filed by the registrant during the quarter for which this report is filed. 30 32 FORM 10-Q NYNEX CABLECOMMS GROUP PLC AND NYNEX CABLECOMMS GROUP INC. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned officers thereunto duly authorized. NYNEX CABLECOMMS GROUP PLC --------------------------- (Registrant) Nicholas Mearing-Smith Date: August 7, 1996 Chief Financial Officer NYNEX CABLECOMMS GROUP INC. --------------------------- (Registrant) Nicholas Mearing-Smith Date: August 7, 1996 Chief Financial Officer 31 33 EXHIBIT INDEX ------------- EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.1 Standard Interconnect Agreement dated May 13, 1996 between British Telecommunications plc ("BT") and NYNEX CableComms Derby. (Identical agreements have been entered into between BT and fifteen other affiliates of the Registrants.) 10.2 Transition Agreement dated May 13, 1996 between BT and NYNEX CableComms Bolton. ( Identical agreements have been entered into between BT and fifteen other affiliates of the Registrants.) 27 Financial Data Schedule EX-10.1 2 STANDARD INTERCONNECT AGREEMENT 1 DATED 1996 STANDARD INTERCONNECT AGREEMENT BETWEEN NYNEX CABLECOMMS DERBY AND BRITISH TELECOMMUNICATIONS PLC ________________________________________________________________________________ PAGE 1 of 30 2 INDEX 1 Definitions and Interpretation 2 Commencement and Duration 3 Interconnection and Standards 4 System Alteration 5 Scope 6 Quality of Service 7 Transfer Charge Calls 8 New Services 9 Forecasts and Capacity 10 Provision of Information 11 CLI 12 BT Services 13 Operator Services 14 Charges and Payment 15 Billing 16 System Protection and Safety 17 Approved Attachments and Customer Equipment 18 Numbering 19 Review 20 Determination 21 Confidentiality 22 Force Majeure 23 Limitation of Liability 24 Intellectual Property Rights 25 Assignment 26 Disputes 27 Breach, Suspension and Termination 28 Notices 29 Entire Agreement 30 Variations 31 Waiver 32 Restrictive Trade Practices 33 Independent Contractors and Agency 34 Severability 35 Governing Law ________________________________________________________________________________ PAGE 2 of 30 3 SPECIFICATIONS Generic Electrical & Physical Interface Specification Generic C7 Signalling Interface Specification Generic Transmission Interface Specification Generic SDH Interface Specification ANNEXES Annex A Planning and Operations Annex B Billing and Payment Annex C Schedules Annex D Definitions ________________________________________________________________________________ PAGE 3 of 30 4 THIS AGREEMENT is made the day of 1996 between NYNEX CABLECOMMS DERBY registered in England No.2387713 having its registered office at The Tolworth Tower, Ewell Road, Surbiton, Surrey KT6 7ED and BRITISH TELECOMMUNICATIONS PUBLIC LIMITED COMPANY registered in England No. 1800000 having its registered office at 81 Newgate Street, London, EC1A 7AJ. WHEREAS A A licence was granted to the Operator on 3 September 1990 under section 7 of the Telecommunications Act 1984 to run the Operator System. B A licence was granted to British Telecommunications on 22 June 1984 under section 7 of the Telecommunications Act 1984 to run its telecommunication system and pursuant to paragraph 20 of schedule 5 to such Act such licence has effect as if granted to BT to run the BT System. C The Parties have agreed to connect the Operator System to the BT System and to the supply of services and facilities, on the terms and conditions of this Agreement. IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATION 1.1.78 In this Agreement, except if the context requires otherwise, words and expressions are as defined in Annex D. 1.2 The Interpretation Act 1978 shall apply for the purpose of interpreting this Agreement as if this Agreement were an Act of Parliament. 1.3 The following documents form part of this Agreement and, in the event of any inconsistencies between them, the order of precedence shall (unless expressly stated to the contrary) be as follows: 1. main body of this Agreement 2. Annex D 3. Annexes A and B 4. Specifications 5. Annex C 6. Carrier Price List ________________________________________________________________________________ PAGE 4 of 30 5 1.4 It is hereby expressly agreed that the Manuals, the Technical Master Plan and the Customer Service Plan are not legally binding. 2. COMMENCEMENT AND DURATION 2.1 This Agreement takes effect on the date hereof and shall continue until: 2.1.1.78 either Party ceases to hold a licence granted to it pursuant to section 7 of the Act to run a Telecommunication System; or 2.1.2 termination pursuant to this Agreement. 2.2 A Party may terminate this Agreement by giving at any time to the other not less than 24 months' written notice to terminate. 2.3 After a notice has been given pursuant to paragraph 2.2 a Party may request the other Party to carry on good faith negotiations with a view to entering into a new agreement. 2.4 Following a request pursuant to paragraph 2.3, if, on termination of this Agreement either Party would be obliged under its Licence to enter into a new interconnection agreement with the other Party then the Parties shall carry on good faith negotiations with a view to entering into a new agreement to take effect on termination of this Agreement. 3. INTERCONNECTION AND STANDARDS 3.1 The Parties shall connect and keep connected the BT System and the Operator System at Points of Connection using Customer Sited Interconnect or In-span Interconnect in accordance with this Agreement (to such extent permitted by the Operator Licence). 3.2 If this Agreement does not contain a Schedule for the joint provision by the Parties of In-span Interconnect and BT notifies the Operator that BT requires Capacity between particular Switch Connections on a particular date, the Operator shall include such Capacity in its next Capacity Profile. The Operator shall place a Capacity Order in a timely manner for such Capacity by way of Customer Sited Interconnect between the same Switch Connections, being an order for not less than the Capacity required by BT. No such Capacity Order shall be cancelled nor any resulting Interconnect Link rearranged by the Operator without BT's written consent. The provisions relating to payment for duct for such Interconnect Links shall not apply and the Capacity by way of Customer Sited Interconnect provided pursuant to this paragraph shall, unless otherwise agreed, be used solely for Traffic Types for which BT has responsibility pursuant to Annex A. 3.3 Each Party shall comply with the Specifications. ________________________________________________________________________________ PAGE 5 of 30 6 3.4 In the practical implementation of the Specifications relating to the interconnection of the BT System and the Operator System the Parties shall apply standards and operating guidelines which in the first instance have due regard to the following in the order of precedence specified below: 3.4.1 any legal requirements imposed upon each of them including requirements arising from Condition 13B of the BT Licence and the equivalent Condition of the Operator Licence; and 3.4.2 any relevant specification notified by the Director General in implementation of the recommendations of the NICC; and 3.4.3 any recommendations by ETSI; and 3.4.4 any recommendations by ITU-T; and 3.4.5 the GSM memorandum of understanding (where applicable) 4. SYSTEM ALTERATION 4.1 A Party wishing to make a System Alteration shall give to the other Party not less than 7 months written notice prior to the date of the anticipated System Alteration. The notice shall specify the technical details of the System Alteration and the date of the anticipated System Alteration. Following such notification each Party shall supply to the other such information as the other may reasonably request including in the case of the Party giving the notice, to the extent reasonably practicable, the potential impact on the other Party's System. 4.2 The Party receiving the notice pursuant to paragraph 4.1 shall notify the other as soon as practicable, but in any event not more than one month after receipt of such notice, of any alterations required to that Party's System as a result of the proposed System Alteration and, if the provisions in paragraph 4.6 do not apply, a quotation for the cost of such alterations calculated on the basis of the minimum cost consistent with good engineering practice. 4.3 If the Party giving the notice pursuant to paragraph 4.1 agrees the alterations required to the other Party's System and agrees the quotation (if any), the Parties shall agree a plan within three months of receipt of the notice referred to in paragraph 4.2 to implement the System Alteration and the other Party shall carry out such alterations in accordance with the agreed plan. 4.4 If the provisions in paragraph 4.6 do not apply, and if the Party giving the notice pursuant to paragraph 4.1 does not agree the alterations required and/or the quotation (if any), that Party shall so notify the other Party, and the Parties agree to treat the matter as a Dispute. The Party giving the notice pursuant to paragraph 4.1 shall not implement the relevant System Alteration until the Dispute is resolved. ________________________________________________________________________________ PAGE 6 of 30 7 4.5 On completion of the relevant alteration the Party receiving the notice pursuant to paragraph 4.1 shall invoice the other Party for such alteration for an amount not exceeding the agreed quotation. 4.6 Each Party shall pay its own costs arising out of the System Alteration if: 4.6.1 the Parties agree in writing to change their respective Systems for their mutual benefit; or 4.6.2 the System Alteration is lawfully directed by the Director General who also lawfully directs each Party to pay its own costs; or 4.6.3 the System Alteration is unanimously agreed by NICC; or 4.6.4 the altering Party is BT and the System Alteration is a change to the signalling system, which change is consistent with an upgrade path agreed by NICC. 4.7 The Parties shall amend the Specifications prior to a System Alteration. 4.8 If a Party makes a System Alteration it shall ensure that Calls handed over from the other Party are not prevented to any greater extent or hindered in any manner different from the generality of Calls made by the altering Party's Customers. 5. SCOPE 5.1 The Parties shall convey Calls and provide the services and facilities pursuant to the Schedules. 5.2 For the avoidance of doubt and notwithstanding the interconnection of the BT System and the Operator System neither Party shall hand over to the other Party, nor have an obligation to convey Calls of any category, unless the other Party has agreed to convey Calls of that category and there is express provision to convey Calls of that category in a Schedule. 5.3 Neither Party shall be obliged to provide or be entitled to access Ancillary Services unless there is express provision for the particular Ancillary Service in a Schedule. 6. QUALITY OF SERVICE 6.1 BT shall use reasonable endeavours to meet the Target Performance, applicable at the time of provision of the relevant Standard Service, specified in the Quality Schedule. ________________________________________________________________________________ PAGE 7 of 30 8 7. TRANSFER CHARGE CALLS 7.1 If having been allocated an entire NNG the Operator has the exclusive use of that NNG and requests BT not to offer Transfer Charge Calls to Operator Customers on such NNG then subject to the Operator: 7.1.1.78 taking reasonable steps to ensure that Operator Customers on such NNGs do not accept or agree to pay for Transfer Charge Calls; and 7.1.2 giving BT written notice that the Operator does not wish Transfer Charge Calls to be conveyed to the relevant NNG; BT shall instruct BT Operators not to make available Transfer Charge Calls to Operator Customers on such NNG, request operators of Authorised Overseas Systems not to make available Transfer Charge Calls to Operator Customers on such NNG, and request Third Parties who run Telecommunication Systems that provide public switched telephony within the United Kingdom pursuant to licences granted under the Act, other than licences available to classes of persons, not to make available Transfer Charge Calls to Operator Customers on such NNG. 7.2 If the Operator has complied with the provisions of paragraph 7.1, the Operator shall be released from any obligation to pay for Transfer Charge Calls conveyed to the relevant NNG 28 Working Days after the date of receipt of the notice pursuant to paragraph 7.1.2. 7.3 If BT releases the Operator from the obligation to pay for any Transfer Charge Call pursuant to paragraph 7.2, the Operator shall release BT from the obligation to pay the Operator for the conveyance of such Call. 8. NEW SERVICES 8.1 Either Party may, at any time, request from the other Party an agreement to interconnect their respective Systems for the provision of any service or facility which the other Party provides under interconnection agreements to Third Party Operators which, in the case of a request to: 8.1.1.78 BT, is an agreement which BT is required to enter into under Condition 13 of the BT Licence; or 8.1.2 the Operator, is an agreement which the Operator is required to enter into under the equivalent Condition of the Operator Licence. 8.2 BT shall, following a request by the Operator, offer to enter into an agreement to interconnect the Parties' respective Systems for the provision of the service or facility to the Operator on BT's then current standard terms. Upon acceptance of such offer, this Agreement shall be amended by the addition of a Schedule containing the terms applicable to such service or ________________________________________________________________________________ PAGE 8 of 30 9 facility or, if appropriate, the Parties shall agree and enter into a new interconnection agreement. 8.3 The Operator shall, following a request by BT, enter into good faith negotiations with BT to agree terms for interconnection of the Parties' respective Systems for the provision of the service or facility by the Operator to BT on like terms to those available from the Operator to Third Party Operators. Upon terms being agreed, this Agreement shall be amended to give effect to the agreed terms or, if appropriate, the Parties shall agree and enter into a new interconnection agreement. 8.4 If a Party requests from the other Party an agreement for interconnection for the provision of a service or facility which is not made available by such other Party to Third Party Operators and such agreement is one which, if BT is the other Party, BT is required to enter into under Condition 13 of the BT Licence or, if the Operator is the other Party, the Operator is required to enter into under the equivalent Condition of the Operator Licence, the Parties shall enter into good faith negotiations to enter into an agreement for interconnection for the provision of such service or facility in accordance with paragraphs 8.5 - 8.9 (inclusive) or otherwise as the Parties may agree. 8.5 The Party requesting the other Party under paragraph 8.4 (the "Requesting Party") shall provide at the time of such request the other Party (the "Requested Party") with a written statement of its requirements addressing the matters contained in the New Services Manual. 8.6 Not later than 5 Working Days after receipt by the Requested Party of the statement of requirements, the Requested Party shall acknowledge such receipt in writing. 8.7 Not later than 30 calendar days after the acknowledgement under paragraph 8.6, the Requested Party shall confirm whether or not the statement of requirements is sufficient for the purpose and, if not, the Requested Party shall request and the Requesting Party shall provide such further clarification of the statement of requirements as the Requested Party may reasonably require. The Parties shall use their reasonable endeavours to ensure that the Requested Party shall be in a position to confirm the sufficiency of the statement of requirements (with clarification, if any) within such 30 calendar day period. 8.8 Subject to the Requested Party confirming the sufficiency of the Requesting Party's statement of requirements under paragraph 8.7, the Requested Party shall not later than: 8.8.1 60 calendar days after the acknowledgement under paragraph 8.6, confirm in writing to the Requesting Party whether it accepts an obligation to enter into an agreement to meet those requirements in accordance with the cost and other principles embodied in the Requested Party's Licence; and ________________________________________________________________________________ PAGE 9 of 30 10 8.8.2 if it does accept an obligation to do so, 75 calendar days after the acknowledgement under paragraph 8.6, endeavour to agree with the Requesting Party a plan which addresses: 8.8.2.1 the testing of the feasibility of the requirements and, if so feasible, the implementation of those requirements; 8.8.2.2 the terms and conditions, including price, applicable to the requirements; and 8.8.2.3 any other relevant matter. 8.9 If the Requested Party does not accept under paragraph 8.8.1 an obligation to meet the Requesting Party's requirements or the Requested Party does accept under paragraph 8.8.1 an obligation to meet the Requesting Party's requirements but the Parties fail to agree on any aspect of the plan within the timescale referred to in paragraph 8.8.2, then the Requesting Party without prejudice to its other rights and remedies may immediately request a determination from the Director General under the provisions of the Requested Party's Licence. 8.10 If the Requested Party does not accept under paragraph 8.8.1 an obligation to meet the Requesting Party's requirements, negotiations to agree terms for interconnection for the provision of the service or facility may nevertheless continue, whether by further clarification of the statement of requirements or otherwise and without prejudice to the Requesting Party's right to request a determination from the Director General as referred to in paragraph 8.9. 9. FORECASTS AND CAPACITY 9.1 The Parties shall supply to each other forecasts in accordance with Annex A and as may be required in a Schedule. 9.2 The Parties shall order and provide Capacity in accordance with Annex A and as may be required in a Schedule. 10. PROVISION OF INFORMATION 10.1 Each Party shall provide free of charge, one copy of the information specified in paragraph 10.3 of the main body and in paragraphs 3, 7 and 16 of Annex A, and such other information as is reasonably required from time to time by the other Party for interconnection of the Systems and the provision of services or facilities pursuant to this Agreement. 10.2 Each Party shall promptly supply to the other upon request details of services and facilities which it provides to its Customers to which paragraph 8 may apply. ________________________________________________________________________________ PAGE 10 of 30 11 10.3 Subject to a Party's obligations of confidentiality to a Third Party, a Party may request and the other Party shall provide information on protocols in use by that other Party which are required for interconnection, conveyance of Calls or the provision of services specified in this Agreement between the BT System and the Operator System if such other Party has relevant information and the provision of such information is necessary as a consequence of the absence of international standards. 10.4 Notwithstanding any provision of this Agreement a Party shall not be obliged to provide information which is subject to a confidentiality obligation to a Third Party unless such Third Party consents to such disclosure. 10.5 The Disclosing Party will use reasonable endeavours to ensure that information disclosed is correct to the best of its knowledge at the time of provision of such information. 10.6 If a Disclosing Party provides information to a Receiving Party, the Disclosing Party shall have obtained all appropriate Third Party consents. 10.7 Subject to paragraph 23, the Receiving Party shall indemnify the Disclosing Party and keep it indemnified against all liabilities, claims, demands, damages, costs and expenses arising as a consequence of any failure by the Receiving Party to comply with the conditions imposed and identified at the time when the information was provided. 10.8 Nothing in this Agreement shall require a Party to do anything in breach of any statutory or regulatory obligation of confidentiality, including without prejudice to the generality of the foregoing, any obligation pursuant to the Data Protection Act 1984, the BT Licence or the Operator Licence as appropriate or any code of practice on the confidentiality of customer information issued by the Director General. 11. CLI 11.1.78 If a Party's System requests CLI from the other System the originating System shall generate and convey CLI to the System requesting it to the extent that the originating System has such a capability. 11.2 A Party whose System receives CLI following a request pursuant to paragraph 11.1.78 shall only use the CLI for the following purposes: 11.2.1 routing Calls; and 11.2.2 compilation of inter Party bills; and 11.2.3 agreed administrative use in accordance with accepted industry practice from time to time which includes, at the date of this Agreement, call trace, malicious call identification, compilation of ________________________________________________________________________________ PAGE 11 of 30 12 statistics relating to call origin and PRS Fraud prevention and detection; and 11.2.4 display to Customers subject to compliance with the "Code of Practice" as referred to in the definition of CLI in Annex D as such code may be amended or replaced from time to time. 11.3 A Party conveying Calls handed over from a Third Party System or an Authorised Overseas System shall convey, to the extent received, the CLI associated with those Calls. 11.4 Notwithstanding other provisions of this Agreement a Party may use CLI to pass telephone numbers to Emergency Organisations. 11.5 The cost of generating and conveying CLI is included in the relevant conveyance rates for Calls. Neither Party shall apply additional charges for CLI. 11.6 If a Party desires to charge separately for the generation or conveyance of CLI such Party may initiate a review of this paragraph 11 pursuant to paragraph 19.1.3 on 1 April 1997 and each 1 April thereafter. 11.7 If there is a change in applicable law or regulation materially affecting the operation of CLI, the Parties shall change the operation of CLI to the extent necessary to comply with the applicable law or regulation. 12 BT SERVICES 12.1 If, at the commencement of the Financial Year In Question, the Director General has not determined the Interim Charge for a Standard Service (other than a Competitive Standard Service), the Pre-Interim Charge for that Standard Service shall be the same as the Interim Charge (or the Actual Charge, if applicable, for the relevant period) for that Standard Service for the Financial Year immediately preceding the Financial Year In Question provided always that such Interim Charge has been determined for such immediately preceding Financial Year. 12.2 If, for the Financial Year In Question, the Director General has not determined, before 1 July of such year, the Interim Charge for a Standard Service (other than a Competitive Standard Service) referred to the Director General pursuant to Condition 16B.2 of the BT Licence, BT shall, as soon as reasonably practicable following publication in the Carrier Price List of the determined Interim Charge for the Financial Year In Question, adjust and recalculate the charges in respect of such Standard Service for the Financial Year In Question using the determined Interim Charge and calculate any sum overpaid or underpaid. 12.3 As soon as reasonably practicable following a determination by the Director General of a charge (or the means of calculating that charge) for a Standard ________________________________________________________________________________ PAGE 12 of 30 13 Service, BT shall make any necessary alterations to the Carrier Price List so that it accords with the full list of Standard Services maintained by BT pursuant to Condition 16B.8 of the BT Licence and shall send a copy of the alterations to the Carrier Price List to the Operator as soon as reasonably practicable. 12.4 After the Director General has determined the Final Charge (or the means of calculating that charge) for a Standard Service, BT shall, as soon as reasonably practicable following publication in the Carrier Price List of the determined Final Charge for the Financial Year In Question, adjust and recalculate the charges in respect of such Standard Service for the Financial Year In Question in accordance with the provisions of Condition 13.5A.3B of the BT Licence and calculate the interest for any sums overpaid or underpaid in accordance with the Oftel Interest Rate. For the purposes of this paragraph 12.4 Pre-Interim Charges shall be treated as Interim Charges. 12.5 If the Director General determines that a Standard Service is a Competitive Standard Service, BT may, specify and vary from time to time, the charge for such Competitive Standard Service by publication in the Carrier Price List and such charge shall take effect on the Effective Date being a date not earlier than the date of such publication. If BT increases the price of a Competitive Standard Service the Effective Date shall in addition be not earlier than 28 calendar days after the date of such publication. 12.6 If a determination referred to in paragraphs 12.3, 12.4 or 12.5 is subject to a legal challenge, the Parties shall, without prejudice, treat the determination as valid until the conclusion of the legal proceedings, unless the court otherwise directs. If the court finds a determination to be unlawful then the Parties agree to revert to the charges payable immediately prior to such determination being made and BT shall make any necessary alterations to the Carrier Price List. As soon as reasonably practicable following a redetermination by the Director General (as a result of a legal challenge) of a charge (or the means of calculating that charge) for a Standard Service, BT shall make any necessary alterations to the Carrier Price List so that it accords with the full list of Standard Services maintained by BT pursuant to Condition 16B.8 of the BT Licence and shall send a copy of the alterations to the Carrier Price List to the Operator as soon as reasonably practicable. BT shall, as soon as reasonably practicable following publication in the Carrier Price List of the redetermined charge for the Financial Year In Question, adjust and recalculate the charges in respect of such Standard Service for the Financial Year In Question and calculate the interest for any sums overpaid or underpaid in accordance with the Oftel Interest Rate. 12.7 For a service which is not a Standard Service or is a Standard Service for which there is no determined charge, BT may, specify and vary from time to time, the charge for such a service by publication in the Carrier Price List and such charge shall take effect on the Effective Date being a date not earlier than the date of such publication. ________________________________________________________________________________ PAGE 13 of 30 14 12.8 Subject to paragraphs 12.9 and 12.10, the charge payable during the course of the relevant Financial Year In Question for each Standard Service, other than a Competitive Standard Service, shall be that specified in the column headed Interim Charge in the Carrier Price List for the relevant Financial Year In Question. 12.9 Subject to paragraph 12.10, the charge payable during the course of the relevant Financial Year In Question for each Standard Service, other than a Competitive Standard Service or a Standard Service for which there is no determined charge, in respect of a period for which there is no charge specified in the column headed Interim Charge, shall be that specified in the column headed Pre-Interim Charge in the Carrier Price List for the relevant Financial Year In Question. 12.10 The charge payable for each Standard Service, other than a Competitive Standard Service, in respect of a period for which a charge is specified in the column headed Actual Charge, shall be the charge specified in the column headed Actual Charge in the Carrier Price List for the said period for the relevant Financial Year In Question. 12.11 An adjustment and recalculation which is to be carried out using the Final Charge shall be based on the charge specified in the column headed Final Charge in the Carrier Price List for the relevant Financial Year In Question. 12.12 The charge payable for each Competitive Standard Service and a service which is not a Standard Service, shall be the charge specified from time to time in the column headed BT Charge in the Carrier Price List. 12.13 If there is a difference between a charge for a Standard Service (other than a Competitive Standard Service) specified in the Carrier Price List and a charge determined by the Director General, the charge determined by the Director General shall prevail. 12.14 All references to an entry in the Carrier Price List for Standard Services are references to the Carrier Price List relating to the Financial Year In Question. 12.15 The date of publication in the Carrier Price List shall be the date that BT first makes available or sends the Carrier Price List containing the relevant entries to a person other than BT. 13. OPERATOR SERVICES 13.1 As soon as reasonably practicable following agreement of a charge (or the means of calculating that charge) for a service provided by the Operator to BT, BT shall make any necessary alterations to the Carrier Price List so that it accords with that agreement and shall send a copy of the alterations to the Carrier Price List to the Operator as soon as reasonably practicable. ________________________________________________________________________________ PAGE 14 of 30 15 13.2 If the Parties have agreed an Interim Charge for a service provided by the Operator to BT on a provisional basis, such provisionally agreed charge shall be reviewed on: 13.2.1 a date agreed by the Parties; or 13.2.2 a date that a determination by the Director General of an Interim Charge for an equivalent service for the relevant Financial Year In Question is published; 13.2.3 a date that a determination by the Director General of a Final Charge for an equivalent service for the relevant Financial Year In Question is published; whichever is the earlier and any variation to the provisionally agreed charge shall take effect from the date of the original agreement. 13.3 If the Parties are unable to reach agreement of a charge (or the means of calculating that charge) for a service provided by the Operator to BT, either Party may request the Director General to determine the charge. 13.4 If the Director General has previously determined the charge for a service provided by the Operator to BT, and if, at the commencement of the Financial Year In Question, the Director General has not determined the Interim Charge for that service, the Pre-Interim Charge for that service shall be the same as the Interim Charge for that service for the Financial Year immediately preceding the Financial Year In Question provided always that such Interim Charge has been determined for such immediately preceding Financial Year. 13.5 If the Director General has previously determined the charge for a service provided by the Operator to BT, and if, for the Financial Year In Question, the Director General has not determined, before 1 July of such year, the Interim Charge for that service, the Operator shall, as soon as reasonably practicable following publication in the Carrier Price List of the determined Interim Charge for the Financial Year In Question, adjust and recalculate the charges in respect of that service for the Financial Year In Question using the determined Interim Charge and calculate any sum overpaid or underpaid. 13.6 As soon as reasonably practicable following a determination by the Director General of a charge (or the means of calculating that charge) for a service provided by the Operator to BT, BT shall make any necessary alterations to the Carrier Price List so that it accords with the determination and shall send a copy of the alterations to the Carrier Price List to the Operator as soon as reasonably practicable. 13.7 If the Director General has determined an Interim Charge for a service provided by the Operator to BT, after the Director General has determined the Final Charge (or the means of calculating that charge) for that service, ________________________________________________________________________________ PAGE 15 of 30 16 the Operator shall, as soon as reasonably practicable following publication in the Carrier Price List of the determined Final Charge for the Financial Year In Question, adjust and recalculate the charges in respect of that service for the Financial Year In Question in accordance with the provisions of Condition 13.5B.1A of the BT Licence and calculate the interest for any sums overpaid or underpaid calculated in accordance with the Oftel Interest Rate. For the purposes of this paragraph 13.7 Pre-Interim Charges shall be treated as Interim Charges. 13.8 If the Director General has determined an Interim Charge for a service provided by the Operator to BT then either Party may request the Director General to determine the Interim Charge for that service for the next Financial Year In Question. 13.9 If a determination referred to in paragraphs 13.3, 13.6, 13.7 or 13.8 is subject to a legal challenge, the Parties shall, without prejudice, treat the determination as valid until the conclusion of the legal proceedings unless the court otherwise directs. If the court finds a determination to be unlawful then the Parties agree to revert to the charges payable immediately prior to such determination being made and BT shall make any necessary alterations to the Carrier Price List. As soon as reasonably practicable following a redetermination by the Director General (as a result of a legal challenge) of a charge (or the means of calculating that charge) for such service, BT shall make any necessary alterations to the Carrier Price List so that it accords with redetermination and shall send a copy of the alterations to the Carrier Price List to the Operator as soon as reasonably practicable. The Operator shall, as soon as reasonably practicable following publication in the Carrier Price List of the redetermined charge for the Financial Year In Question, adjust and recalculate the charges in respect of such service for the Financial Year In Question and calculate the interest for any sums overpaid or underpaid in accordance with the Oftel Interest Rate. 13.10 Subject to paragraphs 13.11 and 13.12, the charge payable during the course of the relevant Financial Year In Question for each service provided by the Operator to BT, shall be that specified in the column headed Interim Charge in the Carrier Price List for the relevant Financial Year In Question. 13.11 The charge payable during the course of the relevant Financial Year In Question for each for each service provided by the Operator to BT for which there is no determined charge, in respect of a period for which there is no charge specified in the column headed Interim Charge, shall be that specified in the column headed Pre-Interim Charge in the Carrier Price List for the relevant Financial Year In Question. 13.12 An adjustment and recalculation which is to be carried out using the Final Charge shall be based on the charge specified in the column headed Final Charge in the Carrier Price List for the relevant Financial Year In Question. ________________________________________________________________________________ PAGE 16 of 30 17 13.13 If any charge (or the means of calculating that charge) for a service provided by the Operator to BT has retrospective effect then the Operator shall adjust and recalculate the charges in respect of such service for the Financial Year In Question using the new charge and calculate the interest for any sum overpaid or underpaid at the Oftel Interest Rate. 13.14 If there is a difference between a charge for a service provided by the Operator to BT specified in the Carrier Price List and a charge determined by the Director General, the charge determined by the Director General shall prevail. 13.15 All references to an entry in the Carrier Price List for services provided by the Operator are references to the Carrier Price List relating to the Financial Year In Question. 13.16 The date of publication in the Carrier Price List shall be the date that BT first makes available or sends the Carrier Price List containing the relevant entries to a person other than BT. 14. CHARGES AND PAYMENT 14.1 Each Party shall pay the charges calculated in accordance with, and within the time specified in, this Agreement. 14.2 No charges shall be payable under this Agreement by one Party to the other unless such charges are specifically referred to in this Agreement. 14.3 The charges in this Agreement are exclusive of VAT unless such charges are stated to be inclusive of VAT. 14.4 Invoices are due and payable in pounds sterling. 14.5 Each Party shall pay the other Party the relevant charges specified in this Agreement for all Calls conveyed between the Parties except that if a Party has a Third Party Interconnect, and the other Party has a Third Party Interconnect Agreement containing provisions such that charges for Calls conveyed via the Third Party Interconnect are paid directly to that other Party by that Third Party, then the first Party shall be released from payment for such Calls subject to such Calls being conveyed in agreed separate Traffic Routes. 14.6 If an Operator has a liability to pay BT Access Deficit Contributions for Calls handed over directly to BT that liability shall continue notwithstanding that the Operator conveys such Calls to BT via a Third Party. 14.7 If the Operator hands over a Call to a Third Party Operator system and such Call is subsequently handed over to the BT System and conveyed to a BT Network Termination Point the Operator shall pay BT (in relation to such a Call) the same contribution to BT's Access Deficit as the Operator would ________________________________________________________________________________ PAGE 17 of 30 18 have been liable to pay BT if such a Call had been handed over directly from the Operator System to the BT System. 14.8 The Operator shall not pay any Access Deficit Contribution in respect of a Call made on or after 8 February 1996. 15. BILLING 15.1 Each Party shall provide to the other invoices of all amounts due to it, calculated in accordance with the provisions of Annex B and the Carrier Price List. 16. SYSTEM PROTECTION AND SAFETY 16.1 Each Party is responsible for the safe operation of its System and shall take all reasonable and necessary steps in its operation and implementation of this Agreement to ensure that its System does not: 16.1.1.78 endanger the safety or health of employees, contractors, agents or Customers of the other Party; or 16.1.2 damage, interfere with or cause any deterioration in the operation of the other Party's System. 17. APPROVED ATTACHMENTS AND CUSTOMER EQUIPMENT 17.1 Neither Party shall connect or knowingly permit the connection to its System of anything that is not approved by the relevant approvals authority for attachment to its System. 17.2 If a Customer ceases wholly or partly to be a Party's Customer at any one site and becomes a Customer of the other Party, the first Party shall not hinder the second Party from: 17.2.1 gaining access to equipment rooms owned or occupied by the Customer, 17.2.2 gaining access to ducting and wiring owned by the Customer, and/or 17.2.3 obtaining consents and wayleaves from any Third Party as shall be required for such access. 18. NUMBERING 18.1 Each Party shall use numbers in accordance with the United Kingdom national numbering scheme and shall comply with the numbering provisions in Annex A. ________________________________________________________________________________ PAGE 18 of 30 19 19. REVIEW 19.1 A Party may seek to amend this Agreement by serving on the other a review notice if: 19.1.1.78 either Party's Licence is materially modified (whether by amendment or replacement); or 19.1.2 a material change occurs in the law or regulations (including codes of practice whether or not having the force of law) governing telecommunications in the United Kingdom; or 19.1.3 this Agreement makes express provision for a review or the Parties agree in writing that there should be a review; or 19.1.4 a material change (including enforcement action by any regulatory authority) occurs which affects or reasonably could be expected to affect the commercial or technical basis of this Agreement; or 19.1.5 this Agreement is assigned or transferred by the other Party except if prior written consent to the assignment or transfer is not required under paragraph 25.1; or 19.1.6 there is a general review pursuant to paragraph 19.4; or 19.1.7 there is to be a review of charges for which a Review Date is specified in a Schedule or in the Carrier Price List. 19.2 A review notice shall set out in reasonable detail the issues to be discussed between the Parties. 19.3 Save as provided in paragraphs 19.4 or 19.5, a Party shall serve a review notice not later than the expiration of a 1 year period commencing on the date set opposite each paragraph as follows:
PARAGRAPH PERIOD COMMENCING ON THE DATE: 19.1.1.78 of publication of the modifications to the Licence 19.1.2 of occurrence of material change 19.1.3 of entitlement or occurrence of the date of written agreement 19.1.4 of occurrence of the material change 19.1.5 of notification of assignment or transfer
________________________________________________________________________________ PAGE 19 of 30 20 19.4 A Party may initiate a general review of this Agreement by serving a review notice during the period of three months commencing on 1st April 1998 and 1st April every 2 years thereafter. 19.5 A Party may initiate a review of charges in a Schedule or the Carrier Price List if there is a Review Date specified, by serving a review notice during the period of three months commencing on the Review Date. 19.6 On service of a review notice, the Parties shall forthwith negotiate in good faith the matters to be resolved with a view to agreeing the relevant amendments to this Agreement. 19.7 A variation of charges payable by one Party to the other following a review notice pursuant to paragraph 19.1.7 shall take effect as of the Review Date. 19.8 For the avoidance of doubt, the Parties agree that notwithstanding service of a review notice this Agreement shall remain in full force and effect. 20. DETERMINATION 20.1 If the Parties fail to reach agreement on the subject matter of a review notice within 3 months (or within 6 months for a review notice under paragraph 19.4) in each case from the date of service of such review notice, either Party may, not later than 3 months after the expiration of the relevant period, request in writing the Director General to determine: 20.1.1.78 the matters upon which the Parties have failed to agree; 20.1.2 whether this Agreement should be modified to take account of such matters; and, if so 20.1.3 the amendment or amendments to be made. The Parties may, at any time, agree in writing a variation to the time periods specified above in relation to a particular review notice. 20.2 On receipt of a request for a determination the Director General may make a determination if he is satisfied that: 20.2.1 the requirements of the relevant paragraphs in paragraph 19.1 have been satisfied; and 20.2.2 the modifications sought to this Agreement are material. 20.3 A determination by the Director General shall be limited to: 20.3.1 the subject matter of the request for a determination; and ________________________________________________________________________________ PAGE 20 of 30 21 20.3.2 matters on which the Parties have failed to agree which the Director General would have power to determine under either Condition 13 of the BT Licence or under the equivalent Condition of the Operator Licence if there was no agreement between the Parties. 20.4 In making a determination, the Director General shall act pursuant to the criteria contained from time to time either in Condition 13 of the BT Licence or in the equivalent Condition of the Operator Licence. The Parties shall have the rights and remedies whether arising at law or otherwise in relation to such determination as would be available under either Condition 13 of the BT Licence or under the equivalent Condition of the Operator Licence. 20.5 The Parties shall enter into an agreement to modify or replace the Agreement in accordance with the Director General's determination unless the determination is subject to a legal challenge. 20.6 If the determination is subject to a legal challenge then the Parties shall modify or replace the Agreement at the conclusion of the legal proceedings in accordance with the Director General's determination and the result of the legal proceedings. 20.7 For the avoidance of doubt, determination of a charge may include a determination of the basis for calculating that charge. 21. CONFIDENTIALITY 21.1.78 Subject to the following provisions of this paragraph 21, a Receiving Party shall keep in confidence Confidential Information and will not (and will use its reasonable endeavours to ensure that its directors, employees, and professional advisers will not) disclose such information to any Third Party. 21.2 A Receiving Party shall exercise no lesser degree of care of Confidential Information than would a reasonable person with knowledge of confidential nature of the information. A Receiving Party shall exercise no lesser security or degree of care than that Party applies to its own Confidential Information of an equivalent nature. 21.3 A Receiving Party shall restrict disclosure of Confidential Information relating to the other Party to those persons who have a reasonable need to know. Confidential Information shall be used solely for the purposes for which it was disclosed. 21.4 A Receiving Party may disclose Confidential Information to an Associated Company, subject to the Associated Company undertaking to comply with obligations equivalent to these contained in this paragraph 21. ________________________________________________________________________________ Page 21 of 30 22 21.5 A Receiving Party may disclose Confidential Information to a contractor or agent, subject to the contractor or agent undertaking to comply with obligations equivalent to those contained in this paragraph 21. 21.6 The following shall not constitute a breach of this paragraph 21: 21.6.1 a disclosure authorised in writing by the Disclosing Party to the extent of that authority; or 21.6.2 a disclosure to an Emergency Organisation; or 21.6.3 publication of all or part of this Agreement or details of it pursuant to the BT Licence or publication in the Carrier Price List or Quality Schedule except in so far as the Director General has consented to the exclusion of any matter pursuant to Condition 16A of the BT Licence; or 21.6.4 a disclosure which is properly made pursuant to the Operator Licence or the BT Licence or a relevant statutory or other regulatory obligation; or 21.6.5 a disclosure properly and reasonably made to the Director General under paragraph 20, to an arbitrator, expert or any person appointed by the Parties for the resolution of a Dispute; or 21.6.6 a disclosure to obtain or maintain any listing on any recognised stock exchange, subject to in the case of any disclosure specified in paragraphs 21.6.4 to 21.6.6 the Receiving Party informing the Disclosing Party as soon as reasonably practical, after such disclosure. 21.7 Unless otherwise agreed in writing, a Receiving Party shall not use the other Party's Confidential Information to provide commercial advantage to its retail business. 22. FORCE MAJEURE 22.1 Neither Party shall be liable for any breach of this Agreement caused by act of God, insurrection or civil disorder, war or military operations, national or local emergency, acts or omissions of government, highway authority or other competent authority, compliance with any statutory obligation, industrial disputes of any kind (whether or not involving BT's or the Operator's employees), fire, lightning, explosion, flood, subsidence, weather of exceptional severity, acts or omissions of persons for whom neither Party is responsible or any other cause whether similar or dissimilar outside its reasonable control and any such event or circumstance is a force majeure. ________________________________________________________________________________ PAGE 22 of 30 23 22.2 The Party initially affected by a force majeure shall promptly notify the other of the estimated extent and duration of its inability to perform or delay in performing its obligations ("force majeure notification"). 22.3 Upon cessation of the effects of the force majeure the Party initially affected by a force majeure shall promptly notify the other of such cessation. 22.4 If as a result of a force majeure, the performance by the Party initially affected of its obligations under this Agreement is affected, such Party shall, subject to the provisions of paragraph 22.6, perform those of its obligations not affected by a force majeure. In performing those of its obligations not affected by a force majeure, the Party initially affected by a force majeure shall deploy its resources such that (when taken together with other obligations to its Customers and Third Parties) there is no undue discrimination against the other Party. 22.5 To the extent that a Party is prevented as a result of a force majeure from providing all of the services or facilities to be provided under this Agreement, the other Party shall be released to the equivalent extent from its obligations to make payment for such services or facilities or complying with its obligations in relation thereto. 22.6 Following a force majeure notification and if the effects of such force majeure continue for: 22.6.1 a continuous period of not more than 6 months from the date of the force majeure notification (whether or not notice of cessation has been given pursuant to paragraph 22.3) any obligation outstanding shall be fulfilled by the Party initially affected by the force majeure as soon as reasonably possible after the effects of the force majeure have ended, save to the extent that such fulfilment is no longer possible or is not required by the other Party; 22.6.2 a continuous period of 6 months or more from the date of the force majeure notification (and notice of cessation has not been given pursuant to paragraph 22.3), the Party receiving the force majeure notification shall be entitled (but not obliged) to terminate this Agreement by giving not less than 30 days written notice to the other Party, provided that such notice shall be deemed not to have been given if notice of cessation is received by the Party receiving the force majeure notification prior to the expiry of the 30 days notice. If this Agreement is not terminated in accordance with the provisions of this paragraph 22.6.2, any obligations outstanding shall be fulfilled by the Party initially affected by the force majeure as soon as reasonably possible after the effects of the force majeure have ended, save to the extent that such fulfilment is no longer possible or is not required by the other Party. 23. LIMITATION OF LIABILITY ________________________________________________________________________________ PAGE 23 of 30 24 23.1 Neither Party has an obligation of any kind to the other Party beyond the obligations to exercise the reasonable skill and care of a competent telecommunications operator in performing its obligations under this Agreement. 23.2 Subject to paragraph 23.4 if a Party is in breach of any of its obligations under this Agreement to the other Party (excluding obligations arising under this Agreement to pay moneys in the ordinary course of business), or otherwise (including liability for negligence or breach of statutory duty) such Party's liability to the other shall be limited to one million pounds sterling (Stg Pounds Sterling 1,000,000) for any one event or series of connected events and two million pounds sterling (Stg Pounds Sterling 2,000,000) for all events (connected or unconnected) in any period of 12 calendar months. 23.3 Neither Party excludes or restricts its liability for death or personal injury caused by its own negligence or liability arising under Part I of the Consumer Protection Act 1987. 23.4 Neither Party shall be liable to the other in contract, tort (including negligence or breach of statutory duty) or otherwise for loss (whether direct or indirect) of profits, business or anticipated savings, wasted expenditure or for any indirect or other consequential loss whatsoever arising in connection with the operation of this Agreement, howsoever caused. 23.5 Each provision of this paragraph 23 is a separate limitation applying and surviving even if one or more such provisions is inapplicable or held unreasonable in any circumstances. 23.6 The amounts specified in paragraph 23.2, as adjusted pursuant to this paragraph 23.6, shall be adjusted on each 1st April after the date of this Agreement by the percentage change in the retail price index (published in the General Index of Retail Prices (RPI) published by the Central Statistical Office (or any successor index)) for the month of September immediately preceding each 1st April compared with the RPI published in September in the previous year. 24. INTELLECTUAL PROPERTY RIGHTS 24.1 Except as expressly provided otherwise in this Agreement, Intellectual Property Rights shall remain the property of the Party creating or owning the same and nothing in this Agreement shall be deemed to confer any assignment or licence of the Intellectual Property Rights of one Party to the other Party. 25. ASSIGNMENT 25.1 Unless otherwise agreed in writing, and subject to paragraph 25.2, no rights, benefits or obligations under this Agreement may be assigned or transferred, ________________________________________________________________________________ PAGE 24 of 30 25 in whole or in part, by a Party without the prior written consent of the other Party. 25.2 No consent is required under paragraph 25.1 for an assignment of rights, benefits or obligations under this Agreement (in whole or in part) to a successor to all or substantially all of the assigning Party's System or to an Associated Company provided that such successor or Associated Company shall have had a licence granted to it under section 7 of the Act to run the Telecommunication System of the assigning Party. 25.3 The assigning Party shall promptly give notice to the other Party of any assignment permitted to be made without the other Party's consent. No assignment shall be valid unless the assignee/successor agrees in writing to be bound by the provisions of this Agreement. 26. DISPUTES 26.1 If a Party ("the disputing Party") wishes to invoke the dispute procedure specified in this paragraph it shall as soon as reasonably practicable notify the other Party's liaison contact specified from time to time in the Customer Service Plan. The disputing Party shall include with such notice all relevant details including the nature and extent of the Dispute. 26.2 Following a notification under paragraph 26.1 the Parties shall consult in good faith to try to resolve the Dispute at level 1. If agreement is not reached at level 1 the Dispute may be escalated to level 2. If agreement is not reached at level 2 the Dispute may be escalated to level 3. If a Party escalates a Dispute it shall record for the benefit of the next level all relevant details including what is agreed and what is not agreed concerning the Dispute. 26.3 The name of each Party's liaison contact and representatives at each level of consultation shall be as specified from time to time in the Customer Service Plan. No change to a liaison contact or representative shall be effective until it has been notified to the other Party. 26.4 The above procedures are without prejudice to any other rights and remedies that may be available in respect of any breach of any provision of this Agreement. 26.5 Nothing herein shall prevent a Party from: 26.5.1 seeking (including obtaining or implementing) interlocutory or other immediate relief; or 26.5.2 referring the Dispute to the Director General in accordance with any right (if any) either Party may have to request a determination or other appropriate steps for its resolution. 27. BREACH, SUSPENSION AND TERMINATION ________________________________________________________________________________ PAGE 25 of 30 26 27.1 If a Party's System adversely affects the normal operation of the other Party's System, or is a threat to any person's safety, the other Party may suspend, to the extent necessary, such of its obligations hereunder, and for such period as it may consider reasonable to ensure the normal operation of its System or reduce the threat to safety. 27.2 If a Party is in material breach of (including failure to pay a sum due under) this Agreement, the other Party may serve a written notice (the "breach notice") on the Party in breach specifying the breach and requiring it to be remedied within: 27.2.1 30 calendar days from the date of receipt of such breach notice; or 27.2.2 in case of emergency, within such shorter period as the Party not in breach may reasonably specify. 27.3 If, the Party in breach fails to remedy the breach within such period as may be specified by the Party not in breach pursuant to paragraph 27.2 the Party not in breach may, until such breach is remedied, suspend performance of such of its obligations under this Agreement as is reasonable in the circumstances. 27.4 If the Party in breach fails to remedy the breach within the period stated in the breach notice the Party not in breach may terminate this Agreement on three months' written notice provided always that if the Party in breach remedies the breach within such three months' notice period, this Agreement shall not terminate as a result of such notice. 27.5 This Agreement may be terminated by either Party by written notice forthwith (or on the termination of such other period as such notice may specify) if the other Party: 27.5.1 is unable to pay its debts within the meaning of section 123 (1) (e) of the Insolvency Act 1986; or 27.5.2 has a receiver or administrative receiver appointed in relation to all or any of its assets; or 27.5.3 has an order made or a resolution passed for its winding up (other than for the purpose of amalgamation or reconstruction); or 27.5.4 has an administration order made in respect of its business; or 27.5.5 enters into a voluntary arrangement under section 1 of the Insolvency Act 1986; or 27.5.6 ceases to carry on business. ________________________________________________________________________________ PAGE 26 of 30 27 27.6 Upon termination or expiry of this Agreement each Party shall take such steps and provide such facilities as are necessary for recovery by the other Party of equipment (if any) supplied by that other Party. Each Party shall use reasonable endeavours to recover equipment made available by it. 27.7 If 30 calendar days after the termination or expiry of this Agreement, a Party fails to recover equipment in good condition (fair wear and tear excepted) because of the acts or omissions of the other Party (or a Third Party appearing to have control of a site where such equipment is situate) the first Party may demand reasonable compensation from the other Party which shall be paid by the other Party within 10 calendar days of the date of the demand. 27.8 Without prejudice to a Party's rights upon termination or expiry of this Agreement, a Party shall refund to the other a fair and equitable proportion of those periodic sums (if any) paid under the Agreement for a period extending beyond the date of such termination or expiration. 27.9 Termination or expiry of this Agreement shall not be deemed a waiver of a breach of any term or condition of this Agreement and shall be without prejudice to a Party's rights, liabilities or obligations that have accrued prior to such termination or expiry. 27.10 Notwithstanding the termination or expiry of this Agreement paragraphs 10.6, 17.2, 21, 23, 27.6 to 27.11 inclusive shall continue in full force and effect. 27.11 Each of the Parties' right to terminate or suspend performance of this Agreement pursuant to this paragraph 27 is without prejudice to any other rights or remedies available to either Party. 28. NOTICES 28.1 A notice shall be duly served if: 28.1.1.78 delivered by hand, at the time of actual delivery; 28.1.2 sent by facsimile, upon its receipt being confirmed; 28.1.3 sent by recorded delivery post, 4 calendar days after the day of posting. 28.2 Except if otherwise specifically provided all notices and other communications relating to this Agreement shall be in writing and shall be sent as follows: If to the Operator: The General Manager Interconnect NYNEX CableComms Derby ________________________________________________________________________________ PAGE 27 of 30 28 The Tolworth Tower Ewell Road Surbiton Surrey KT6 7ED Facsimile: 0181-873 5032 If to BT: Contract Liaison Manager, Nynex PP 7097 British Telecommunications plc Tenter House 45 Moorfields London EC2Y 9TH Facsimile: 0171-250 9697 or to such other addresses as the Parties may notify from time to time pursuant to this paragraph 28. 29. ENTIRE AGREEMENT 29.1 This Agreement represents the entire understanding of and agreement between the Parties in relation to the subject matter of this Agreement, and, unless otherwise agreed in writing, supersedes all previous understandings, commitments, agreements or representations whatsoever, whether oral or written. 30. VARIATIONS 30.1 Except as expressly provided in this Agreement, no variation of this Agreement shall be effective unless agreed in writing by the Parties and signed by a person nominated in writing on behalf of: 30.1.1.78 BT, by the director, UK Carrier Services (or his successor); 30.1.2 the Operator, by a director or the company secretary (or equivalent office holder) of the Operator. 31. WAIVER 31.1.78 The waiver of any breach of, or failure to enforce, any term or condition of this Agreement shall not be construed as a waiver or a waiver of any other breach of the same or any other term or condition of this Agreement. No waiver shall be valid unless it is in writing and signed on behalf of the Party making the waiver. 32. RESTRICTIVE TRADE PRACTICES ________________________________________________________________________________ PAGE 28 of 30 29 32.1 Notwithstanding any other provision of this Agreement no provision of this Agreement, by virtue of which this Agreement is subject to registration (if such be the case) under the Restrictive Trade Practices Acts 1976 and 1977, shall take effect until the day after the date on which particulars of the Agreement have been furnished to the Director General of Fair Trading pursuant to the requirement of those Acts. In this paragraph the expression "this Agreement" includes any agreement or arrangement of which this Agreement forms part and which is registrable, or by virtue of which this Agreement is registrable, under those Acts. 33. INDEPENDENT CONTRACTORS AND AGENCY 33.1 Each of the Parties is and shall remain at all times an independent contractor fully responsible for its own acts or defaults (including those of its employees or agents). Neither Party is authorised and neither of the Parties nor their employees, agents or representatives shall at any time attempt to act or act on behalf of the other Party to bind the other Party in any manner whatsoever to any obligations. Neither Party nor its employees, agents or representatives shall engage in any acts which may lead any person to believe that such Party is an employee, agent or representative of the other Party. Nothing in this Agreement shall be deemed to constitute a partnership between the Parties. 33.2 If either Party appoints an agent for the purposes of this Agreement, and notifies the other Party, then the other Party shall deal with the appointed agent for such purposes until the first Party notifies the other Party that the appointment has been terminated. 34. SEVERABILITY 34.1 The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of the remaining provisions of this Agreement. 35. GOVERNING LAW 35.1 The interpretation, validity and performance of this Agreement shall be governed in all respects by the laws of England and Wales and the Parties submit to the exclusive jurisdiction of the English Courts. ________________________________________________________________________________ PAGE 29 of 30 30 IN WITNESS WHEREOF THIS AGREEMENT was entered into the day and year first before written. SIGNED for and on behalf of NYNEX CABLECOMMS DERBY Signed: ___________________________________________ Name: _____________________________________________ Position: _________________________________________ SIGNED for and on behalf of BRITISH TELECOMMUNICATIONS plc Signed: ___________________________________________ Name: _____________________________________________ Position: _________________________________________ ________________________________________________________________________________ PAGE 30 of 30 31 [BT LOGO] GENERIC ELECTRICAL & PHYSICAL INTERFACE SPECIFICATION FOR CUSTOMER SITED INTERCONNECT I/C SPECIFICATION 0200 ________________________________________________________________________________ PAGE 1 of 10 32 GENERIC ELECTRICAL & PHYSICAL INTERFACE SPECIFICATION CONTENTS 1. GENERAL ......................................................... 3 2. PHYSICAL INTERFACE .............................................. 3 3. ELECTRICAL INTERFACE ............................................ 4 3.1. General Characteristics ................................... 4 3.2. Specifications at the output ports ........................ 4 3.3. Specifications at the input ports ......................... 4 3.4. Earthing of screen ........................................ 4 3.4.1. Output Ports ...................................... 4 3.4.2. Input Ports ....................................... 4 3.5. Interference .............................................. 4 3.6. Jitter .................................................... 5 3.6.1. Maximum jitter at output ports .................... 5 3.6.2. Tolerance of input ports to jitter and wander ..... 5 3.6.3. Measurement of Jitter ............................. 5 3.7. Wander at BT and Operator input ports ..................... 5 4. BT AND OPERATOR NETWORK SYNCHRONISATION ......................... 5 4.1. General ................................................... 5 4.2. Synchronisation requirements for Master/Slave working ..... 7 4.3. Operator wishing to effect their own synchronisation ...... 7 5. FUNCTIONAL CHARACTERISTICS OF THE INTERFACE ..................... 7 5.1. Signalling ................................................ 7 5.2. Timeslot '0' .............................................. 8 5.3. Alarm Indication Signal (AIS) ............................. 8 5.4. Channel Time Slot Encoding ................................ 8 6. SAFETY AND PROTECTION ........................................... 8 6.1. Dangerous Voltages ......................................... 8 6.2. Radiation Hazards .......................................... 9 7. REFERENCES ...................................................... 9 8. GLOSSARY ........................................................ 9 9. HISTORY ......................................................... 10 ________________________________________________________________________________ PAGE 2 of 10 33 1. GENERAL This document defines the physical and electrical characteristics of Customer Sited Interconnect links, between the BT System and the Operator System. All references to ITU Recommendations refer to the White Book unless otherwise indicated. 2. PHYSICAL INTERFACE The interconnection between the BT System and the Operator System shall be provided by a BT digital path that terminates on a BT Circuit Termination Unit (CTU) located within the building housing the Operator Switch. The BT CTU will present a G703 interface on two 75 ohm coaxial cables direct to either the Operator Switch or an Operator Digital Distribution Frame (DDF) which is co-located with the Operator Switch. The Point of Connection shall be the 75 ohm G703 coaxial connector at the BT end of the cables connecting the CTU to the Operator Switch (or co-located Operator DDF) (See Fig 1). The coaxial cables connecting the CTU to the Operator Switch shall have a loss not exceeding 6dB at 1024 kHz (see Fig 1). [FIGURE 1] ________________________________________________________________________________ PAGE 3 of 10 34 3. ELECTRICAL INTERFACE The following section shall apply to a 2Mbit/s interface using the coaxial pair option of ITU-T Recommendation G.703 (Physical/Electrical Characteristics of Hierarchical Digital Exchanges). 3.1. GENERAL CHARACTERISTICS These shall conform with section 6.1 of ITU-T Rec. G703 3.2. SPECIFICATIONS AT THE OUTPUT PORTS These shall conform with section 6.2 of ITU-T Rec. G.703 (Table 6). 3.3. SPECIFICATIONS AT THE INPUT PORTS These shall conform with section 6.3 of ITU-T Recommendation G.703. 3.4. EARTHING OF SCREEN 3.4.1. OUTPUT PORTS At output ports the cable screen shall be bonded to the equipment metalwork at the equipment boundary or as near as possible to it. 3.4.2. INPUT PORTS The input port cable screen shall be earthed via a capacitor (typically 0.1 F) to the equipment. Provision shall be also made at this point for providing a DC connection to earth. The equipment shall be set-up with the DC earth not connected, this is illustrated in figure 1. A suitable ferrite tube ferrule should be threaded onto the cable so as to be located at a point between the bonding point and the equipment circuitry 3.5. INTERFERENCE The input ports shall tolerate, without error, interference from a non synchronous standard test signal (ITU-T Recommendation 0.151- Error Performance Measuring Equipment for Digital Systems At The Primary Bit Rate and Above) at a level 18dB lower than the wanted signal. ________________________________________________________________________________ PAGE 4 of 10 35 3.6. JITTER 3.6.1. MAXIMUM JITTER AT OUTPUT PORTS Under worst case operating conditions (i.e. fault free) the output jitter shall not exceed 0.05 UI when measured in the frequency range 20 Hz to 100 kHz. Note: This assumes that the Operator Switch meets: 1. the input jitter tolerances given in section 3.6.2. 2. the jitter transfer function given in Figure 5 of ITU-T Recommendation Q.551 (Transmission Characteristics of Digital Exchanges). 3.6.2. TOLERANCE OF INPUT PORTS TO JITTER AND WANDER The tolerance of both the BT and the Operator input ports to jitter shall be as defined in section 3.1.1 of ITU-T Recommendation G.823 (Jitter And Wander Tolerance of Digital Input Ports). 3.6.3. MEASUREMENT OF JITTER A jitter measuring set conforming to the requirements of ITU-T Recommendation O.171 (Timing Jitter Measuring Equipment for Digital Systems) shall be used. BT and the Operator shall co-operate in the application of testing methods as described in ITU-T Recommendation G.823 (The Control of Jitter and Wander Within Digital Networks Which Are Based on the 2048 Kbit/s Hierarchy). 3.7. WANDER AT BT AND OPERATOR INPUT PORTS The tolerance of the BT and Operator input ports to wander shall be as defined in section 3.1.1 of ITU-T Recommendation G.823 . 4. BT AND OPERATOR NETWORK SYNCHRONISATION 4.1. GENERAL The BT System employs a central master clock to maintain a co-operatively synchronised system within ITU-T recommended frequency limits. The synchronisation utilities that co-operate to establish the synchronous clock rate ________________________________________________________________________________ PAGE 5 of 10 36 are geographically located to ensure that any point in the BT System is contained within an 18 microsecond phase deviation (wander). The Operator System shall conform to the requirements listed below, which will ensure that Operator Switches are synchronised to the BT System. FIGURE 2: WANDER LIMITS FOR DIGITAL NETWORK INTERCONNECTION WANDER REFERENCE MODEL [FIGURE 2] Note: BT strongly recommend that a synchronisation path includes no more than 3 Operator switches ________________________________________________________________________________ PAGE 6 of 10 37 4.2. SYNCHRONISATION REQUIREMENTS FOR MASTER/SLAVE WORKING The BT System and the Operator System shall function synchronously, in a master/slave relationship. To meet this requirement the Operator System shall take its timing from BT nominated 2 Mbit/s links carrying normal traffic between the BT and the Operator Switch Connections. The synchronisation from BT will be from the highest order timing source traceable to a G811 quality clock. If the Operator Switch is taking timing information from the BT System via a 2 Mbit/s link which fails (i.e. AIS is detected) then it must meet the following requirements: A. Switching to an alternative 2Mbit/s synchronisation link, if available. B. If no synchronisation links are available, entering holdover mode and keeping within the limits of holdover operation specified in section 2.2.3 of ITU-T Recommendation G.812 (Holdover Operation). 4.3. OPERATOR WISHING TO EFFECT THEIR OWN SYNCHRONISATION Timing information shall be exchanged between the BT System and the Operator System, for the purpose of minimising timing perturbations in general and slip rates in particular, drawing for guidance on the objective characteristics for the performance of digital clocks and of slip rate given in ITU-T recommendations G.811 and G.822. 5. FUNCTIONAL CHARACTERISTICS OF THE INTERFACE Functional characteristics of the 2 Mbit/s interface shall be in accordance with ITU-T Recommendations G.704 (Synchronous Frame Structures used at Primary and Secondary Hierarchical Levels) and G.706 (Frame Alignment and Cyclic Redundancy Check (CRC) Procedures Relating To Basic Frame Structures Defined In Rec. G704) with the following additions and clarification's: 5.1. SIGNALLING If Time Slot 16 is not required for signalling information, it must not be used as a traffic carrying channel within the BT System. Signalling across the interface is not specified in this document. ________________________________________________________________________________ Page 7 of 10 38 5.2. TIMESLOT '0' Chapter 2.3 of Rec. G.704 (Basic Frame Structure at 2048 Kbit/s) applies. Bits 4-7 in time slot zero not containing the frame alignment signal should be set to "1". The use of bit 8 for the return direction shall be determined by BT at each location. On some systems bit 8 will be set to "1" in the go and return direction. On other systems when BT detects one or more errors in the frame alignment word, this bit 8, in the return TSO "not" word, will be set at a "1" state on two successive occasions; when no errors are detected bit 8 will be set to the "0" state. If possible, the Operator Switch should make the same use of this bit 8, if not it should be tolerant to the sending of bit 8 in the return direction and set it to "0" in the go direction. 5.3. ALARM INDICATION SIGNAL (AIS) Under certain fault conditions AIS is used in the BT System. AIS is indicated by a continuous stream of binary 1's. When transmitted AIS is controlled by a free running 2048 kbit/s crystal oscillator (accuracy within 50 ppm). The strategy for detecting the presence of AIS should be such that AIS is detectable, even in the presence of an error ratio of 1 in 1000. However, a signal with all bits except the frame alignment word in the '1'state, should not be mistaken as an AIS. 5.4. CHANNEL TIME SLOT ENCODING The 64 kbit/s channel time slots comprising the 2048 kbit/s stream shall carry 'A' law encoded information as defined in ITU-T Recommendation G.711 (Pulse Code Modulation (PCM) Of Voice Frequencies). The idle channel bit pattern transmitted over the Interconnect Link shall be compliant with ITU-T Recommendation Q.522 section 2.12 (Bit Patterns Generated By The Exchange In Idle Channel Time slots). 6. SAFETY AND PROTECTION 6.1. DANGEROUS VOLTAGES In order to protect personnel and equipment on both sides of a Point Of Connection, it is necessary to provide protection against the transmission of excessive voltage across the interface. Excessive voltages shall be as defined in BS 6301: 1989. For equipment which uses or generates excessive voltages the interface shall be electrically isolated from those voltages. Suitable devices are described in BS 6301: 1989. ________________________________________________________________________________ PAGE 8 of 10 39 6.2. RADIATION HAZARDS Where radio equipment is used, arrangements shall be made to protect all personnel from levels of radiation exceeding 1 milliwatt per square centimetre. 7. REFERENCES ITU-T G.703 Physical/Electrical Characteristics of Hierarchical Digital Exchanges G.704 Synchronous Frame Structures used at Primary and Secondary Hierarchical Levels. G.706 Frame Alignment and Cyclic Redundancy Check (CRC) Procedures Relating To Basic Frame Structures Defined In Rec. G704 G.711 Pulse Code Modulation (PCM) Of Voice Frequencies. G.811 International Connections Terminating on Synchronous Network Nodes G.812 section 2.2.3 (Holdover Operation). G.823 The Control of Jitter and Wander Within Digital Networks Which Are Based on the 2048 KBIT/S Hierarchy G.823 section 3.1.1 Jitter And Wander Tolerance of Digital Input Ports 0.151 Error Performance Measuring Equipment for Digital Systems At The Primary Bit Rate and Above O.171 Timing Jitter Measuring Equipment for Digital Systems Q.522 Section 2.12 Bit Patterns Generated By The Exchange In Idle Channel Time slots Q.551 Transmission Characteristics of Digital Exchanges BS6301 1989. Safety Requirements for Apparatus for Connection to British Telecommunication Networks 8. GLOSSARY mu F - Micro Farad mu s - Microsecond 2Mbit/s - 2048Kbit/s AIS - Alarm Indications Signal BS - British Standard CTU - Circuit Terminating Unit. dB - Decibel DC - Direct Current DDF - Digital Distribution Frame ITU-T - International Telecommunication Union - Telecommunications Kbit/s - KiloBits per second ________________________________________________________________________________ PAGE 9 of 10 40 kHz - Kilo Hertz Mbit/s - Megabits per second ppm - Parts per million UI - Unit Interval 9 HISTORY Issue 1 January 1994 Issue 2 draft 1 June 1994 Issue 2 July 1994 Issue A August 1994 Issue B Sept 1994 Issue C January 1996 END OF SPECIFICATION BT Networks and Systems Interconnect Standards PP 311 Angel Centre 403 St John St London EC1V 4PL ________________________________________________________________________________ PAGE 10 of 10 41 [BT LOGO] GENERIC C7 SIGNALLING INTERFACE SPECIFICATION I/C SPECIFICATION 0300 ________________________________________________________________________________ Page 1 of 3 42 GENERIC C7 SIGNALLING INTERFACE SPECIFICATION 1. BACKGROUND The C7 signalling interface between BT and the Operator Systems shall be as defined in the Public Network Operator - Interconnect Standards Committee - (PNO-ISC) specifications of the Network Interfaces Co-ordination Committee - (NICC). ISC specifications 5 and 6 form the basis for the Generic C7 Signalling Interface Specification The Operator shall provide a compliance statement for each specification shown in the table below. The compliance statements shall be discussed by BT and the Operator and when agreed shall confirm that the Operator Exchange type and build is suitable for interconnection of the BT and Operator Systems. 2. REQUIREMENTS FOR COMPLIANCE STATEMENTS
ISC SPECIFICATION DESCRIPTION COMPLIANCE STATEMENT REQUIREMENTS FROM OPERATOR ISC 5 Message Transfer Part Define features relevant to (MTP) Calls and services set out in this agreement. ISC 6 Section 2 and 3 IUP. Library of Statement for Calls messages, codes and and services common procedures ISC 6 Section 4 onwards IUP. Message Statement for Calls sequence diagrams and services. and descriptions for basic and supplementary services.
Some ISC specifications await ratification by NICC. Prior to such ratification, ISC CPs and equivalent documents may be used (An example is PNO-ISC CP001). Once the ISC specifications are ratified by NICC they shall take precedence. 3. INTERCONNECT TO BT ISC The statements given above on C7 IUP also apply when an Operator interconnects to a BT ISC. For interconnect to a BT ISC using Telephony User Part - TUP the signalling interface shall comply with CCITT recs. Q.701 to Q.708, Q.723 and Q.724. ________________________________________________________________________________ Page 2 of 3 43 4. GLOSSARY NICC: The Network Interfaces Co-ordination Committee set up by OFTEL comprising members of industry for the purpose of advising the Director General on interfaces for interconnection between licensed operators. PNO-ISC: Public Network Operators - Interconnect Standards Committee. Secretariat:- Network Interfaces Co-ordination Committee ISC Secretariat Mercury House Waterside Park Longshot Lane Bracknell Berkshire CCITT: The International Telegraph and Telephone Consultative Committee is now succeeded by the ITU(T) and (R) International Telecommunications Union (Telecommunications) and (Radio). 5. HISTORY Issue 1.0 January 1994 Issue 1.1 February 1994 Issue 1.2 April 1994 Issue Issue A August 1994 Issue B August 1994 Issue C January 1996 BT Networks and Systems Interconnect Standards PP 311 Angel Centre 403 St John St London EC1V 4PL ________________________________________________________________________________ Page 3 of 43 44 [BT LOGO] GENERIC TRANSMISSION INTERFACE SPECIFICATION I/C SPECIFICATION 0100 _______________________________________________________________________________ Page 1 of 13 45 GENERIC TRANSMISSION INTERFACE SPECIFICATION CONTENTS: 1. GENERAL............................................................... 3 2. RESPONSIBILITIES...................................................... 3 3. RELEVANT PARAMETERS................................................... 4 4. OVERALL TRANSMISSION LOSS............................................. 4 4.1 Loudness Rating (LR).................................................. 4 5. APPORTIONMENT OF OVERALL LOUDNESS RATING (OLR)........................ 4 5.1 End to End Requirements .............................................. 4 5.2 GSM/PCN Loudness Control ............................................. 5 5.3 RLR And Receive GSM Volume Control ................................... 5 6. TRANSMISSION TIME .................................................... 5 6.1 Transmission Delays Within The Fixed Network - Without echo control .. 5 6.2 Preferred Apportionment Of Transmission delay ........................ 6 6.3 Calls that involve an International Gateway .......................... 6 6.4 Maximum delay under route failure conditions. ........................ 6 6.5 Transmission Delays Within The Fixed Network - With echo control ..... 6 6.6 Transmission Delays Involving Digital Mobile/Wireless Access ......... 7 6.6.1 Transmission Delays Between Digital Mobile/wireless access and the Fixed Network - With echo control ..................... 7 6.6.2 Transmission Delays Within Digital Mobile/wireless access Networks - With echo control .................................. 7 6.7 Transmission Delays On International Calls - With echo control. ...... 7 7. ECHO LOSS ............................................................ 7 7.1 GSM/PCN Echo Loss .................................................... 8 7.2 Echo Control - International Conformance ............................. 8 7.3 Echo Control - GSM ................................................... 8 8. STABILITY LOSS........................................................ 8 9. QUANTISING DISTORTION ................................................ 9 9.1 Fixed Network Limits ................................................. 9 9.2 Mobile Network limits ................................................ 9 10. CODING STANDARDS ..................................................... 9 11. NOISE ................................................................10 12. ATTENUATION DISTORTION ...............................................10 13. GROUP DELAY DISTORTION ...............................................10 13.1 Sidetone Masking Rating - Normal Telephony Customer to BT PSTN. ......10 13.2 Sidetone Masking Rating BT PSTN to GSM/PCN ...........................11 ________________________________________________________________________________ Page 2 of 13 46 14. ERROR PERFORMANCE ...................................................11 15. NON SPEECH LEVELS ...................................................11 16. GSM/PCN HEADSET AND HANDSET SENSITIVITY/FREQUENCY CHARACTERISTICS ...11 17. REFERENCES ..........................................................12 18. HISTORY .............................................................13 GENERAL This Specification sets out the transmission requirements and objectives to be met by BT and the Operator for the interconnection of the BT and Operator Systems. The requirements are based on the relevant International Telecommunications Union (ITU), European Telecommunications Standards Institute (ETSI) and Public Network Operator - Interest Group (PNO-IG) Recommendations. References to Global Systems Mobile / Personal Communications Networks (GSM/PCN) are based upon ETSI/ GSM recommendation. 3.5 phase 1. This recommendation is currently under review and will be updated to ETSI 300 540 GSM Phase 2. End to end requirements involve the performance of Customer equipment which is outside BT and the Operators controls. Customer networks as referred to throughout this document typically consist of at least one item of Customer Premises Equipment (CPE) situated beyond the Network Terminating Point (NTP). Where this Specification sets out matters that the Parties endeavour to agree, and agreement is not reached, such matters shall be disputes. RESPONSIBILITIES The responsibility for overall transmission quality is held by the Party selected by the Customer to carry the Call. If the Call is an indirect access Call then the indirect access Operator is responsible for the end to end quality of the Call. If the overall transmission quality for a Call cannot be met because either Party is unable to comply with the reasonable requests of the other Party, then neither Party will be obliged to convey the Call. ________________________________________________________________________________ Page 3 of 13 47 RELEVANT PARAMETERS Overall performance is affected by the following parameters: Overall loss Transmission Time (Absolute delay and propagation delay) Echo and Stability Quantising distortion Coding standards Attenuation distortion Group delay distortion Sidetone loss Crosstalk Errors Jitter and Wander BT and the Operator shall endeavour to achieve the requirements and objectives for overall loss, delay, echo loss, quantising distortion, and coding standards given in sections 4 to 10 inclusive. BT and the Operator shall each plan in accordance with the guidance given for the remaining parameters listed above. It should be noted that for some parameters the CPE may have a significant effect on the end to end performance. OVERALL TRANSMISSION LOSS LOUDNESS RATING (LR) The limits for overall loss expressed in terms of Loudness Ratings (LR) are defined in ITU-T Recommendation P. 76 (Blue book November 1989). APPORTIONMENT OF OVERALL LOUDNESS RATING (OLR) END TO END REQUIREMENTS BT and the Operator shall endeavour to: A) Provide connections which fall within the ITU-T G111 recommended OLR range of 8dB to 20dB for all analogue or mixed analogue/digital routings. For all digital routings the mean value for OLR shall be in the range 8dB to 12dB. B) avoid connections which exceed the ITU-T Recommended limiting OLR value of 29dB ________________________________________________________________________________ Page 4 of 13 48 C) minimise the range of different Transmission levels experienced by any one Customer. GSM/PCN LOUDNESS CONTROL Cellular network operators may utilise digital level control in the mobile switched network to control Send Loudness Rating (SLR) and Receive Loudness Rating (RLR). values. RLR AND RECEIVE GSM VOLUME CONTROL The use of any Customer controlled receive volume control shall not decrease (i.e. make more sensitive) the RLR, by more than 10 dB for planning purposes. TRANSMISSION TIME TRANSMISSION DELAYS WITHIN THE FIXED NETWORK - WITHOUT ECHO CONTROL For UK Calls not employing echo control, the NTP - NTP one way delay shall be less than 13 ms for at least 95% (See 1) of Calls. Assuming that Customer network delays at each end of the Call do not exceed 5 ms, then the total end to end delay shall be less than 23 ms. For the small proportion of Calls that exceed the 13ms limit, an absolute limit of 25ms excluding Customer networks shall be observed. Previous investigations have identified that customers may find such Calls to be unacceptable since Customer network delays could increase the end to end delay to over 30ms. - --------------- 1 The 95% limits in 0, 0, 0, 0, 0 & 0 shall be implemented such that the possibility of individual Customers always encountering unacceptable performance is minimised. ________________________________________________________________________________ Page 5 of 13 49 PREFERRED APPORTIONMENT OF TRANSMISSION DELAY [FIGURE 3] FIGURE 1 TRANSMISSION DELAYS THROUGH THE UK TELEPHONE NETWORK The apportionment principles presented in Figure 1 ensure that BT or Operator Customers experience acceptable levels of transmission delay. Any reapportionment of the segment boundaries (Collection, Transport and Delivery) shall be subject to joint agreement. CALLS THAT INVOLVE AN INTERNATIONAL GATEWAY For International Calls the one way delay from the NTP to the International Switching Centre (ISC) shall be no greater than 7 ms for 95% of Calls, with an absolute limit of 12 ms. MAXIMUM DELAY UNDER ROUTE FAILURE CONDITIONS. In situations where Calls have to be re-routed around failed sections of the BT or Operator Network, it is acceptable for the proportion of Calls meeting recommended delay limits to fall below 95%, however the absolute limits given above shall not be exceeded. TRANSMISSION DELAYS WITHIN THE FIXED NETWORK - WITH ECHO CONTROL Where echo control is provided over the fixed network, the one-way delay limit for at least 95% of national Calls shall be less than 125 ms. No Calls shall exceed the absolute one-way delay limit of 150 ms. ________________________________________________________________________________ Page 6 of 13 50 TRANSMISSION DELAYS INVOLVING DIGITAL MOBILE/WIRELESS ACCESS TRANSMISSION DELAYS BETWEEN DIGITAL MOBILE/WIRELESS ACCESS AND THE FIXED NETWORK - WITH ECHO CONTROL The one way delay limit for at least 95% of Calls between mobiles on digital networks or wireless access networks and the fixed network shall be less than 125 ms. No Calls shall exceed the absolute one-way delay limit of 150 ms. TRANSMISSION DELAYS WITHIN DIGITAL MOBILE/WIRELESS ACCESS NETWORKS - WITH ECHO CONTROL. The one way delay limit for at least 95% of Calls between mobiles on digital networks or wireless access networks within the UK shall be less than 215 ms. No connection shall exceed 230 ms one way delay. TRANSMISSION DELAYS ON INTERNATIONAL CALLS - WITH ECHO CONTROL. The maximum one way delay for an International Call using echo control will depend upon the nature of the destination network e.g. fixed, digital mobile or wireless access and the transmission media e.g. satellite or cable. International Calls using echo control should not exceed 400 ms, it is however recognised that under cable circuit failure/congestion conditions, satellite backup circuits may not meet this requirement. ECHO LOSS BT and the Operators shall seek to meet the design objective for echo loss (as defined in ITU-T Recommendation G122) presented at the Switch Connection with equal relative levels for both directions of transmission of 20dB, with no connections being less than 15dB for practical implementation. CPE connected via a 2-wire interface can have significant effect on echo losses. For planning purposes BT and the Operator shall assume that CPE will present an impedance of 600 ohms or the network shown in fig 5 of BS6305 at the 2 wire NTP. CPE and Customer networks are likely to determine the largest part of echo losses in the case of 4-wire connection to the BT and the Operator Systems. For planning purposes BT and the Operator shall assume that the CPE meets the 20dB echo loss objectives given in the Oftel Network Code of Practice (for the Design of Private Telecommunications Networks) - NCOP. ________________________________________________________________________________ Page 7 of 13 51 GSM/PCN ECHO LOSS The echo loss under operational conditions for a GSM/PCN based system shall be at least 46 dB referred to the Switch Connection with any Customer volume control set to its maximum output (i.e. loudest) position. ETSI/GSM 03.50/1 Section 3.4.1 provides further information related to echo loss. ITU-T Recommendation G165 provides guidance for the performance of echo control devices when switched into a connection. ITU-T Recommendations G151 and G473 refer. ECHO CONTROL - INTERNATIONAL CONFORMANCE Echo control devices for international connections to and from BT shall conform to ITU-T. Rec.G.165 on echo cancellers. ECHO CONTROL - GSM The GSM/PCN system shall provide echo protection as stated in ETSI/GSM 03.50/1 Section 3.4.2. STABILITY LOSS For International Calls and National Calls stability loss considerations shall be satisfied by the following requirement. The loss presented at the Switch Connection with equal relative levels for both directions of transmission shall not be less than 6dB at any frequency up to 4kHz. Account shall be taken of all conditions presented at the Switch Connection under normal operating conditions and any customer volume controls should be at maximum output. CPE connected via a 2-wire interface may have a significant effect on stability loss. For planning purposes BT and the Operator shall assume the CPE may present either open circuit or short circuit conditions at a 2-wire NTP. CPE and Customer networks are likely to largely determine the stability losses in the case of 4-wire connection to the BT and the Operator Systems. For planning purposes BT and the Operator shall assume that the CPE meets the 6dB stability loss requirement given in the NCOP. It is recognised by the Parties that stability losses of less than 6 dB could cause oscillation. ________________________________________________________________________________ Page 8 of 13 52 QUANTISING DISTORTION FIXED NETWORK LIMITS In order to meet international and UK requirements the following limits for quantising distortion units (qdu) shall be met: A1) Max end to end International 14 qdu B1) Public network collection(access network) 5 qdu C1) National transport/Trunk Network 0 qdu D1) Public network delivery (access network) 5 qdu MOBILE NETWORK LIMITS D2) Max end to end International 18 qdu A2) Collection(accessnetwork) 7 qdu B2) National transport/Trunk Network 0 qdu C2) Delivery (access network) 7 qdu For planning purposes BT and the Operator shall assume that Customer networks do not introduce more that 2 qdu. CODING STANDARDS At a digital interface it is a requirement that analogue information shall be encoded using the 8bit, A-law characteristic in accordance with ITU-T Recommendation G711 such that a 64kbit/s time slot at the Switch Connection can be decoded using a 8 bit, A-law decoder. ________________________________________________________________________________ Page 9 of 13 53 NOISE The limits for single tone or narrow band noise shall be more stringent than the limits for wideband noise to avoid Customer annoyance. As a general rule, the power in any individual tone should be 10dB less than the psophemetric noise power in the circuit (ITU-T Recommendation P11). The following ITU-T recommendations shall be complied with to give appropriate limits. Digital Exchanges - Recommendations Q.551 and Q.554 PCM line systems - Recommendation G.712 GSM/PCN systems - ETSI/GSM 3.50/1 section 3.2 The limits in Recommendation G.123 are of particular importance as they control the level of noise on International Calls. ATTENUATION DISTORTION In order to adequately control attenuation distortion each component of the connection shall have a suitable distortion limit. The following ITU-T Recommendations apply. Digital Exchanges - Recommendations Q.551 and Q.554 Digital Line Systems - Recommendation G.712 GROUP DELAY DISTORTION The following ITU-T Recommendations give suitable limits for the group delay distortion introduced by line transmission systems and coding processes in digital exchanges: Digital Exchanges - Recommendations Q.551 and Q.554 Digital Line Systems - Recommendation G.712 SIDETONE MASKING RATING - NORMAL TELEPHONY CUSTOMER TO BT PSTN. The Sidetone Masking Rating (STMR) for telephony CPE connected to a BT Network Terminating Point shall nominally be taken as 7 dB for planning purposes. _______________________________________________________________________________ Page 10 of 13 54 SIDETONE MASKING RATING BT PSTN TO GSM/PCN The Sidetone Masking Rating (STMR) for telephony CPE allowing users to gain access through the GSM system shall be nominally taken as outlined in ETSI/GSM 03.50/1 for STMR and LSTR. ERROR PERFORMANCE Error performance of digital networks is of key importance as it determines the end to end performance of both end to end digital services and analogue services supported by the BT and Operator Systems. The allocation principles of Recommendation G. 821 shall be used when determining the error for individual transmission systems. NON SPEECH LEVELS The use of any non-speech signals within an established Call, or during the phase of Call set-up or clear down, for such purposes as signalling (e.g. DTMF) shall comply with the principles set in Section 4 of BS6305 : 1992, that have been based upon a 0 dBr interface. Interfaces that are not taken as a 0 dBr point shall be planned as if they were a 0 dBr for purposes of realising interconnection between the BT System and a PCN/GSM System. GSM/PCN HEADSET AND HANDSET SENSITIVITY/FREQUENCY CHARACTERISTICS The GSM/PCN system shall provide a performance in accordance with Section 3.8 of ETSI/GSM Recommendation 03.50/1. ________________________________________________________________________________ Page 11 of 13 55 REFERENCES ITU-T RECOMMENDATIONS G.111 Loudness Ratings in an International Connection G.122 Influence Of National Systems On Stability, Talker Echo and Listener Echo In International Connections G.123 Circuit Noise In National Circuits G.151 General performance objectives applicable to all modern International and National extension circuits. G165 Echo cancellers G473 Interconnect of a Maritime Mobile satellite system with the International automatic switched telephone service: Transmission aspects G.711 Pulse code modulation (PCM) of voice frequencies. G.712 Performance characteristics of PCM channels between 4-wire interfaces at voice frequencies. G.821 Error performance of an International digital connection forming part of an integrated services digital network. P.11 Effect Of Transmission Impairments P.16 Subjective effects of direct crosstalk; Thresholds of audibility and intelligibility P.76 Determination of Loudness rating; Fundamental principles Q.551 Transmission characteristics of digital exchanges. Q.554 Transmission characteristics at digital interfaces of a digital Exchange. BS SPECIFICATIONS BS 6305 NCOP - OFTEL Network Code Of Practice for the design of Private Telecommunications Networks ETSI SPECIFICATIONS ETSI/GSM Recommendation 03.50 ________________________________________________________________________________ Page 12 of 13 56 HISTORY ISSUE 1.0 JANUARY 1994 ISSUE 1.1 FEBRUARY 1994 ISSUE 2 DRAFT 1 JUNE 1994 ISSUE 2 JULY 1994 ISSUE 2.1 7 JULY 1994 ISSUE A AUGUST 1994 ISSUE B AUGUST 1994 ISSUE C JANUARY 1996 END OF SPECIFICATION BT Interconnect Standards PP 311, Angel Centre 403 St John St London EC1V 4PL ________________________________________________________________________________ Page 13 of 13 57 [BT LOGO] GENERIC SYNCHRONOUS DIGITAL HIERARCHY INTERFACE SPECIFICATION I/C SPECIFICATION 0120 ________________________________________________________________________________ Page 1 of 2 58 GENERIC SYNCHRONOUS DIGITAL HIERARCHY INTERFACE SPECIFICATION INTERCONNECT REQUIREMENTS The Synchronous Digital Hierarchy interface between the BT and Operator Systems shall be as defined in the "Technical Recommendation" agreed in the Public Network Operator - Committee for SDH Interconnect PNO-CSI (The PNO-CSI is a sub committee of the NICC - PNO-IG Network Interoperability Consultative Committee, Public Network Operators Group). The Operator shall provide a suitable compliance statement against the above Technical Recommendation. This compliance statement shall be discussed by BT and the Operator and when agreed shall confirm that the SDH system is suitable for interconnection of the BT and Operator Systems. FUNCTIONAL CHARACTERISTICS OF THE 2 MBIT/S INTERFACE The functional characteristics of the 2 Mbit/s interface shall be as specified in the BT Generic Electrical and Physical Interface Specification. REQUIREMENTS FOR COMPLIANCE STATEMENT
SPECIFICATION DESCRIPTION SDH interconnect between UK Licensed Defines interworking requirements at Operators - Technical Recommendation the Point of Connection for all SDH network layers Electrical and Physical Specification Section 5 functional characteristics of the 2Mbit/s interface.
Copies of the PNO-IG SDH Technical Recommendation are available from NICC to members. HISTORY Issue D January 1996 BT Interconnect Standards PP 311, Angel Centre 403 St John St, London London EC1V 4PL ________________________________________________________________________________ Page 2 of 2 59 ANNEX A PLANNING AND OPERATIONS INDEX A1 Definitions A2 General A3 Network Information A4 Location of Switch Connections A5 Routing Principles A6 ISI Interconnect Link Architecture A7 Capacity Provision A8 Traffic Forecasts A9 Capacity Profiles and Advance Capacity Orders A10 Capacity Orders and Testing A11 Capacity Order Timescales A12 Numbering A13 Technical Review Meetings A14 Switch Testing A15 Transmission and Signalling A16 Performance Standards A17 Operations A18 Services APPENDICES A BT/Operator Network Information B BT/Operator Interconnect Information C Commercial ________________________________________________________________________________ Page 1 of 38 60 1. DEFINITIONS 1.1 In this Annex, the Appendices and tables a reference to a paragraph or Appendix, unless stated otherwise is to a paragraph or appendix of this Annex. Words, abbreviations and expressions have the meanings given in Annex D. 2. GENERAL 2.1 This Annex details the planning and operational principles for conveying Calls between the BT System and the Operator System and provides the technical basis for the Specifications and for the Manuals. The Specifications define the characteristics of the interface between the BT System and the Operator System. The Manuals provide procedures for the provision and rearrangement of Capacity (Provisioning Manual), testing (Testing Manual) and operations and maintenance (Operations and Maintenance Manual). 2.2 This Annex contains provisions on the planning and operation of services provided under this Agreement. The details of the interconnect between the Parties' Systems and the plans for future developments relating to interconnect shall be recorded in the Technical Master Plan. The Customer Service Plan shall contain details of the points of contact within the Operator's and BT's organisation. The Parties shall endeavour to keep these documents up to date. 3. NETWORK INFORMATION 3.1 Insofar as not previously provided, each Party shall provide to the other the information listed in Appendix A as soon as reasonably practicable and in any event not more than 20 Working Days from the date of this Agreement. 3.2 In addition to the requirements set out in paragraph 4 of the main body of this Agreement, each Party will provide to the other information on any proposed introduction, closure, replacement or modification to any Switch referred to in paragraph 3.1 and where relevant, adjustments to the Number Ranges supported by such Switches as soon as practicable and, in any event, at not less than 4 months prior to the implementation. 3.3 Each Party will provide to the other, on request, information on the availability (or otherwise) of sufficient transmission capacity at any BT or Operator building for establishing IECs from that location. ________________________________________________________________________________ Page 2 of 38 61 4. LOCATION OF SWITCH CONNECTIONS 4.1 BT SWITCH CONNECTIONS 4.1.1 The Operator shall nominate by written notice to BT the BT Switch Connections at the following BT Exchanges identified in accordance with paragraph 3.1 (where Calls are to be handed over from the Operator System to the BT System): (a) Any BT Tandem Exchange; (b) Any BT DLTE; (c) Any BT DLE; (d) Any BT ISC. 4.1.2 BT shall nominate by written notice to the Operator; BT Switch Connections where Calls (for which BT has responsibility in accordance with paragraph 5.1.3) are to be handed over from the BT System to the Operator System. 4.1.3 The Operator shall nominate by written notice to BT, BT Switch Connections where Calls (for which the Operator has responsibility pursuant to paragraph 5.1.3) are to be handed over from the BT System to the Operator System. 4.2 OPERATOR SWITCH CONNECTIONS 4.2.1 BT shall nominate by written notice to the Operator, Operator Switch Connections at an Operator Exchange identified in accordance with paragraph 3.1 at which Calls are to be handed over from the BT System to the Operator System. 4.2.2 The Operator shall nominate by written notice to BT, Operator Switch Connections at which Calls (for which the Operator has responsibility in accordance with paragraph 5.1.3) are to be handed over from the Operator System to the BT System. 4.2.3 BT shall nominate by written notice to the Operator, Operator Switch Connections where Calls (for which BT has responsibility pursuant to paragraph 5.1.3) are to be handed over from the Operator System to the BT System. ________________________________________________________________________________ Page 3 of 38 62 5. ROUTING PRINCIPLES 5.1 RESPONSIBILITIES 5.1.1 Each Party shall route the other Party's traffic in accordance with the following routing principles: (a) routing within a Party's System shall be equivalent to the routing of similar types of traffic for the generality of such Party's Customers including alternative routing where appropriate; (b) insofar as practicable routing shall avoid analogue routing within a Party's own System. The Parties acknowledge that some International Calls and Calls to or from Third Party's systems may involve analogue routing. 5.1.2 The Parties shall develop and apply network traffic management strategies and procedures to maintain customer service quality and to protect the Parties' Systems as are appropriate. Full details of the network traffic management provisions are set out in the Operations and Maintenance Manual. These shall include: (a) designation of specific Traffic Routes to restore service if a route loss occurs; (b) establishment of overflow procedures if there is route congestion; (c) establishment of special procedures for busy circuits enabling either diversion of a Call to a different routing or diversion to an agreed tone or message. ________________________________________________________________________________ Page 4 of 38 63 5.1.3 The responsibilities for Traffic Types are set out in Table A below. The responsibilities include choice of Switch Connections, provision of Traffic Forecasts, provision of Capacity Profiles and placing of Capacity Orders. TABLE A TRAFFIC TYPE PARTY HAVING THE RESPONSIBILITIES SET OUT IN PARAGRAPH 5.1.3 Calls to geographic telephone numbers BT to Operator BT Operator to BT Operator Calls to non-geographic telephone numbers BT to Operator BT Operator to BT Operator International Calls BT to Operator to overseas BT Operator to BT to overseas Operator Transit Calls BT to Operator to transit destination Operator to BT to transit BT destination Operator Number Translation Services Calls BT to Operator BT Operator to BT Operator Indirect Access Calls BT to Operator Operator Operator to BT BT BT Operator services calls Operator to BT Operator Emergency Calls Operator to BT Operator
5.1.4 Each Party shall ensure that a Route Type is provided on each Interconnect Link for the conveyance of Traffic Types for which that Party has responsibility in accordance with paragraph 5.1.3. Where a Party wishes to segregate its traffic into different Traffic Types it may order additional Route Types in accordance with Schedule 01 or 130 as appropriate. Where a Traffic Route is used for the conveyance of Calls for both Parties in accordance with the provisions of paragraphs 5.3 and 10.3, a single Route Type may be used. 5.2 INTERCONNECT TRAFFIC ROUTE STRUCTURE ________________________________________________________________________________ Page 5 of 38 64 5.2.1 Subject to the provisions of paragraph 5.2.6 the Parties shall establish Interconnect Links to convey Calls between the BT System and the Operator System on Traffic Routes between each Operator Switch Connection and at least one BT DMSU. For Operators with geographic Number Ranges, such BT DMSU (except in the geographic area served by the 0171 and/or 0181 Director Area Numbers): (1) is a Parent BT Exchange for BT DLEs supporting Number Ranges for geographic NNGs shared between BT and the Operator; or (2) is a Parent BT Exchange for BT DLEs supporting Number Ranges for geographic NNGs serving the same geographic area as geographic NNGs used by the Operator and any Third Party Operator. 5.2.2 Subject to the provisions of paragraph 5.2.3, if the Operator uses Number Ranges in the geographic area served by the 0171 and/or 0181 Director Area Numbers and the adjacent BT Charge Groups, Traffic Routes shall be provided between each Operator Switch Connection supporting number ranges in such geographic area (served by the 0171 and/or 0181 Director Area Number or the adjacent BT Charge Groups) and at least one BT DJSU. 5.2.3 If the Operator delivers traffic to a BT Switch Connection at: (a) a single BT DMSU; or (b) a BT DMSU and a single BT DJSU; and if BT chooses to deliver traffic from more than one BT Switch Connection to the Operator System, then the relevant Interconnect Link shall be for BT's exclusive use and provided at BT's expense. 5.2.4 If the Operator wishes to provide Traffic Routes to more than one BT DJSU, the Parties shall agree the combination of DJSUs and the Traffic Streams to be routed through them. Under normal operations alternative routing of traffic between the Traffic Routes described in paragraphs 5.2.1 and 5.2.2 will not be available. 5.2.5 The Operator may choose to deliver International Calls (excluding those to Republic of Ireland) to the BT System to one or more BT ISC. 5.2.6. Notwithstanding the provisions of paragraph 5.2.1 if the Operator wishes to deliver only International Calls to the BT System (for conveyance to Authorised Overseas Systems other than the Republic ________________________________________________________________________________ Page 6 of 38 65 of Ireland) the Operator may choose to deliver International Calls to one or more BT ISCs only. 5.2.7 If the Parties fail to agree the BT Tandem Exchanges or the BT ISC referred to in this paragraph 5.2 then either Party may notify the other in writing of a Dispute. 5.2.8 Interconnect Links shall have Traffic Routes such that: (1) for ISI, Traffic Routes shall be established to convey only those Traffic Types for which a Party has responsibility in accordance with paragraph 5.1.3; and (2) for Customer Sited Interconnect, Traffic Routes shall be established, either: a) in accordance with the provisions for ISI set out in (1) above; or b) for all Traffic Types. 5.2.9 Traffic Routes will be supported by not less than one Signalling Link Set, except for Traffic Routes to a BT ISC where the Operator has Interconnect Links to more than one BT ISC and uses C 7 (TUP) signalling. 5.2.10 The Party whose Switch Connection conveys the relevant Calls to the other's System shall assign Traffic Streams (identified by destination) to a particular Traffic Route. BT and the Operator shall, subject to paragraph 5.4 below, advise each other which Traffic Streams are assigned to which Traffic Route. Unless otherwise agreed, each Party shall use its reasonable endeavours to ensure that traffic is directed in accordance with the advice given to the other. Traffic so routed is primary traffic as described in paragraph 5.4. 5.2.11 Where there is a Traffic Route to or from a Switch Connection and notification has been given by either Party that the relevant Switch Connection is to be removed then no additional Capacity shall be provided on that Traffic Route save that agreed in the Advance Capacity Order current on the date when notification was given. 5.2.12 If BT conveys Emergency Calls from the Operator System BT shall allocate the same priority to Emergency Calls handed over from the Operator System as it provides to Emergency Calls from BT Customers. 5.2.13 A BT DLE is available solely for the delivery or collection of Calls to or from the Number Ranges served by that BT DLE. A BT DLTE is available for the delivery or collection of Calls to or from Number ________________________________________________________________________________ Page 7 of 38 66 Ranges served by that BT DLTE and by BT DLEs directly connected to that BT DLTE. 5.2.14 All Calls to BT Number Translation Services shall be handed over at BT DMSUs. 5.2.15 All International Calls sent via the BT System shall be handed over at either BT DMSUs or BT ISCs and comply with the provisions of paragraph 5.6. 5.3 INTERCONNECT TRAFFIC ROUTE DIMENSIONING 5.3.1 Except as described in paragraphs 5.4.2 and 5.4.3 whereby two Traffic Routes may in combination provide the Fully Provided Capacity for a single Traffic Stream, Traffic Routes shall be Fully Provided to carry only the traffic for which Capacity has been ordered in accordance with this Annex and such Traffic Routes shall be operational at no worse than the required grade of service. 5.3.2 Where Traffic Route is used for the conveyance of Traffic for both Parties, the forecast requirement of Capacity shall be based upon the route busyhour. The forecasts shall be based upon a proposed grade of service of better than 0.008 subject to the route dimensioning giving a grade of service of better than 0.02 at 10 per cent traffic overload and better than 0.05 at 20 per cent traffic overload, unless the Parties agree otherwise. 5.4 INTERCONNECT ROUTING RULES 5.4.1 Traffic other than primary traffic shall be identified as overflow traffic. Overflow traffic has a lower priority than primary traffic. However: (a) overflow traffic from the Operator System which has overflowed because of a physical or operational failure of the BT System shall be given the same priority by BT as primary traffic; (b) overflow traffic from the BT System which has overflowed because of a physical or operational failure of the Operator System shall be given the same priority by the Operator as primary traffic; and (c) when a Call (which was part of the overflow traffic) is switched and the Call has seized a circuit on a Traffic Route, such Call shall lose the overflow categorisation and be treated in the same manner as the other traffic on that Traffic Route. 5.4.2 Operator to BT Traffic ________________________________________________________________________________ Page 8 of 38 67 (1) The Operator may convey an entire Traffic Stream in one Traffic Route to one BT Switch Connection. These Calls shall be primary traffic. (2) The Operator may overflow a Traffic Stream to a BT Tandem Exchange provided that the Operator has a Traffic Route to that Switch. These Calls shall be overflow traffic. (3) For Calls conveyed on the Operator's written request to BT DMSU, BT DLTEs or BT DLEs BT shall arrange with the Operator for dual paths to be provided within the BT System. The design objective will be to split the Traffic Stream between two Traffic Routes in the ratio 1:1, with a maximum variation of + or - 1/3. These Traffic Routes shall be dimensioned to convey the expected Traffic Streams at the required grade of service. Calls may be initially offered to one Traffic Route or the other, with traffic re-routing to one Traffic Route or the other. (4) For Calls conveyed on the Operator's written request to BT DJSUs, BT shall arrange with the Operator for dual paths to be provided within the BT System, subject to the Parties agreeing the split of the traffic between any Traffic Routes. If the Parties fail to agree the traffic split, then either Party may notify the other in writing of a Dispute. (5) Any such arrangement shall provide for traffic carried on the planned routings in accordance with the planned traffic split to be primary traffic, with all traffic on a routing outside the permitted split as overflow traffic. (6) The Operator may choose between the following routing arrangements: 1st choice to planned route - primary traffic 2nd choice to unplanned route - overflow traffic or 1st choice to planned route - primary traffic 2nd choice to planned route - primary traffic (7) BT may charge reasonable additional rates for overflow traffic after two years from the date on which the BT System and the Operator System were or are to be interconnected. (8) Notwithstanding paragraph 5.4.2 (7), the Operator shall not pay additional rates for overflow traffic as a result of a physical or operational failure of the BT System. ________________________________________________________________________________ Page 9 of 38 68 5.4.3 BT to Operator Traffic (1) BT shall hand over traffic to Operator Switch Connections in accordance with the provisions of paragraph 5.2.1. (2) The following provisions shall apply if there is more than one Operator Switch Connection: (a) BT may convey an entire Traffic Stream in one Traffic Route to one Operator Switch Connection. These Calls shall be primary traffic. (b) BT may overflow a Traffic Stream to another Operator Switch Connection provided that BT has a Traffic Route to that Switch. These Calls shall be overflow traffic. (c) For Calls conveyed on BT's written request to Operator Exchanges the Operator shall arrange with BT for dual paths to be provided within the Operator System. In this instance, the design objective will be to split the Traffic Stream between two Traffic Routes in the ratio 1:1, with a maximum variation of + or - 1/3. These Traffic Routes shall be dimensioned to convey the expected Traffic Streams at the required grade of service. Calls may be initially offered to one Traffic Route or the other, with traffic re-routing to one Traffic Route or the other. (d) Arrangement under paragraph 5.4.3(2)(c) shall provide for traffic carried on the planned routings in accordance with the planned traffic to be split as primary traffic, with all traffic on a routing outside the permitted split as overflow traffic. (e) BT may choose between the following routing arrangements: 1st choice to planned route - primary traffic 2nd choice to unplanned route - overflow traffic or (f) The Operator may charge reasonable additional rates for overflow traffic after the period of two years from the date on which the BT System and the Operator System were or are to be interconnected. ________________________________________________________________________________ Page 10 of 38 69 (g) Notwithstanding paragraph 5.4.3 (2)(f), BT shall not pay additional rates for overflow traffic as a result of a physical or operational failure of the Operator System. 5.4.4 BT-Operator Indirect Access Traffic (a) If the Parties have agreed in a Schedule to convey Indirect Access Calls, the Operator shall nominate a BT Switch Connection to receive Indirect Access Calls from each BT Number Range in accordance with the technical principles contained in the Generic Transmission Interface Specification. (b) For Indirect Access Calls received at a BT Switch Connection and on the Operator's written request, BT shall arrange not less than one alternative path to be provided to the Operator System. Routing from the nominated BT Switch Connection to the Operator System shall be limited to Traffic Routes from that BT Switch Connection. 5.4.5 Operator to BT Number Translation Services Traffic The Operator shall convey Calls for BT Number Translation Services to a BT DMSU Switch Connection which is as near as practical to the origination of the Call, having regard to any requirements necessary to identify the intended destination. 5.5 INTERCONNECT ROUTE DIVERSITY AND SECURITY 5.5.1 Where either Party requests physical route diversity it shall take account of the Signalling Links and the Traffic Routes. 5.5.2 The Traffic Route(s) between an Operator Switch Connection and the relevant BT Switch Connection shall, subject to the normal planning practices of the relevant Party, ensure that a single failure of equipment does not give rise to failure of a Traffic Route. 5.6 ROUTING OF INTERNATIONAL TRAFFIC 5.6.1 The Operator may choose to hand over International Calls to BT DMSUs and/or BT ISCs, provided that, if the Operator has an obligation in the Operator Licence to provide "International Connection Services", International Calls shall only be routed and handed over via Interconnect Links established to one or more BT ISCs. 5.6.2 If an Operator chooses to hand over International Calls direct to an ISC and has Interconnect Links to more than one BT ISC, BT shall inform the Operator which BT ISC shall be first choice routing for a ________________________________________________________________________________ Page 11 of 38 70 particular international destination and the Operator shall so route its International Calls. 5.6.3 Where agreed, or for NNGs allocated to the Operator for the provision of Land Mobile Radio Services for a digital service (GSM, PCN), Calls may be handed over to the Operator System from a BT ISC. Calls from an international destination to other NNG or "DE" Number Ranges assigned to the Operator shall be routed by BT from the BT ISC to the relevant BT DMSU to be handed over to the Operator System. 5.6.4 International Calls for conveyance to the Republic of Ireland shall be handed over to BT at a BT DMSU. 5.7 RECORD OF ARRANGEMENTS The Parties shall record the physical arrangements and Number Ranges, or part thereof, for each of the Traffic Routes on an Interconnect Link. Information shall be provided in accordance with the Provisioning Manual and a record of these arrangements shall be maintained in the Technical Master Plan. 6. ISI INTERCONNECT LINK ARCHITECTURE ISI Interconnect Links shall be transmission systems using either PDH or SDH technology, where the interfaces are set out in the Generic Electrical and Physical Interface Specification and, in the case of SDH, additionally in the Generic SDH Interface Specification. 6.1 ISI INTERCONNECT LINKS USING PDH (a) Equipment The manufacturer and type of equipment used to terminate the ISI Interconnect Link shall be the same at each end of the fibre and be one of those agreed and listed in the Provisioning Manual. (b) Procedures Operational procedures for the provision of PDH ISI Interconnect Links are described in the Provisioning Manual and their maintenance is described in the Operations and Maintenance Manual. (c) IECs Interconnect Extension Circuits may be used to complete ISI Interconnect Links to Remote Switch Connections. (d) Path Protection ________________________________________________________________________________ Page 12 of 38 71 Where the Operator requests Path Protection using PDH, as set out in Schedule 01, the manufacturer and type of equipment used to effect the Path Protection shall be the same at each end of the fibre and be one of those agreed and listed in the Provisioning Manual as suitable for supporting Path Protection. 6.2 ISI INTERCONNECT LINKS USING SDH (a) Configuration ISI Interconnect Links will deliver the equivalent functionality to an ISI Interconnect Link using PDH technology. For the avoidance of doubt if an ISI Interconnect Link uses SDH technology all traffic within the BT System flowing to or from the 155 Mbit/s STM-1 Add-Drop Multiplexor will be carried by Intrabuilding Links or IECs and there shall, unless the Operator has requested Path Protection, be one single physical path between the 155 Mbit/s STM-1 Add-Drop Multiplexors. (b) Equipment The manufacturer and type of equipment that BT shall use to terminate the SDH ISI Interconnect Link shall be those listed in the Provisioning Manual. The Operator may use any equipment that conforms to the Generic SDH Interface Specification. (c) Management Neither Party shall exercise management control of the other Party's 155 Mbit/s STM-1 Add-Drop Multiplexor. In particular, the transmission messages to the other Party via the Data Communications Channel (DCC) in the STM-1 Add-Drop Multiplexor section overhead shall be inhibited. (d) Testing and Operational Procedures If the Operator chooses to use equipment that has not been validated to ensure that it interworks with the equipment that BT uses, the Parties shall test the equipment to ensure that the performance standards are met. Unless otherwise agreed such testing shall be completed before an order for such an Interconnect Link is placed. If the Parties agree to carry out the testing after an order is received that order shall be subject to adjustment of the delivery date to include such tests. Operational procedures for the provision of SDH Interconnect Links are described in the Provisioning Manual and their maintenance is described in the Operations and Maintenance Manual. ________________________________________________________________________________ Page 13 of 38 72 (e) IECs Interconnect Extension Circuits shall be provided using PDH or SDH at the suppliers election solely for the completion of ISI Interconnect Links to Remote Switch Connections. (f) Path Protection If the Operator requests Path Protection, all VC paths shall terminate on a single add-drop Multiplexor at the BT Switch Connection. This configuration shall be used where VC Path Protection is deployed in the SDH equipment terminating the VC paths. 7. CAPACITY PROVISION 7.1 INITIAL INTERCONNECTION Prior to the first Capacity Order under this Agreement: 7.1.1 the Operator shall provide BT with the following information: (1) details about the proposed Operator Exchange or Exchanges, software build level and of the relevant Operator Switch Connections nominated by the Operator; (2) details of the relevant BT Switch Connections nominated by the Operator; (3) details of the services (as in the Schedules) which the Operator requires on the first Ready for Service Date; (4) Number Ranges served by and that may be accessed via the Operator System; (5) a statement of the conformity of the Operator System to the Specifications; (6) the first Capacity Profile (as described in paragraph 9 below); (7) the first Traffic Forecasts (as described in paragraph 8 below); (8) proposed Traffic Routes, by Number Ranges (in the form set out in the Provisioning Manual); (9) details of proposed Points of Connection and Interconnect Links; (10) Where the Operator intends to send Emergency Calls to the BT System, and the Operator Licensed Area is smaller than the geographic area covered by the BT System, the Operator shall ________________________________________________________________________________ Page 14 of 38 73 provide BT with a map showing the boundary of the area from where Emergency Calls are to be sent to the BT System to a scale of approximately 1:50,000. 7.1.2 BT shall provide the Operator with the following information: (1) proposed signalling and testing requirements within the time scale set out in paragraph 14.2 below; (2) details of the relevant Operator Switch Connections and BT Switch Connections nominated by BT (if any), within 20 Working Days of a written request by the Operator; (3) proposed Traffic Routes by Number Ranges if the Operator is planning to use more than one Operator Switch Connection at the first Ready for Test Date within 20 Working Days of a written request by the Operator. 7.1.3 The information specified in paragraphs 7.1.1 and 7.1.2 above shall be exchanged in the manner detailed from time to time in the Provisioning Manual. A summary of that information specified is set out in Appendix B to this Annex. The Parties shall hold such meetings as are required for this exchange of information. 7.2 Where the Operator is seeking an initial interconnection to the BT System to transfer traffic generated by an established customer, the Operator shall provide BT not less than 20 Working Days prior to the first planning meeting referred to in paragraph 7.1.3 above with the following information: (1) traffic volumes from the Operator System to the BT System for each proposed BT Switch Connection; (2) traffic volumes from the BT System to the Operator System for each proposed BT Switch Connection; and (3) specific requirements for the transfer of the Operator's existing Number Ranges. 8. TRAFFIC FORECASTS 8.1 GENERAL Traffic Forecasts shall be used by the Parties for planning sufficient switch and distributive network capacity to meet subsequent Capacity Order requirements. While the Parties shall use reasonable endeavours to provide accurate Traffic Forecasts, they shall not be legally binding except to the extent stated otherwise in this Agreement. ________________________________________________________________________________ Page 15 of 38 74 8.2 TRAFFIC FORECAST CONTENT 8.2.1 Traffic Forecasts for each BT Switch Connection shall be prepared by the Operator being the aggregate of the Traffic Types listed in Table A of this Annex for which the Operator is stated to have the responsibility as defined in paragraph 5.1.3. In addition the Operator shall prepare Traffic Forecasts for each Operator Switch Connection being the aggregate of the specific Traffic Types listed in Table A for which BT is stated to have the responsibilities as defined in paragraph 5.1.3. However BT shall forecast this traffic when it is mature, that is when the dominant factor in forecasting future traffic trends is the general economic trends affecting the UK. All Traffic Forecasts shall be in the form set out in the Provisioning Manual. 8.2.2 Where a BT ISC is used as a BT Switch Connection, Traffic Forecasts shall define the following: (a) outgoing traffic by destination country where the busy hour traffic is expected to exceed 5 erlangs; (b) the total outgoing traffic for all countries where the busy hour traffic is less than 5 erlangs. 8.2.3 The Parties shall endeavour to agree for each Traffic Route immediately following the second anniversary of the Ready for Service Date of that Traffic Route whether such Traffic Route is mature. If the Parties fail to agree whether a Traffic Route is mature then either Party may notify the other in writing of a Dispute. 8.3 FORECASTING PERIODS 8.3.1 Traffic Forecasts shall be on a rolling basis for a period of three years. 8.3.2 A Traffic Forecast provided by the Operator to BT at yearly intervals for each Switch Connection pursuant to paragraph 8.2 shall be made available at least 15 Working Days before the Technical Review Meeting immediately before the Traffic Forecast period next following. These Traffic Forecasts shall (subject as provided below) cover the following three years broken down for each quarter for the first two years. 8.3.3 For each mature Traffic Route (as defined in paragraph 8.2), BT shall supply the Operator with the Traffic Forecasts at yearly intervals, not less than 15 Working Days before the Technical Review Meeting immediately prior to the period which is the subject of the Traffic _______________________________________________________________________________ Page 16 of 38 75 Forecast. These Traffic Forecasts shall cover the following three years broken down for each quarter for the first two years. 8.3.4 If either Party's Traffic Forecast for a category of traffic for any twelve month period at any Switch Connection has changed 10 per cent. or more since the last Traffic Forecast or where any additional Switch Connection is proposed by such Party during the next twelve months, then the changed Traffic Forecast shall be notified not later than the next Technical Review Meeting following such change or adoption of such proposal. 8.3.5 During the first two years after the first Ready for Service Date, the Operator may supply Traffic Forecasts covering only two years. Thereafter, such Traffic Forecasts shall cover a period of three years. 8.4 TRAFFIC FORECAST INFORMATION 8.4.1 Traffic Forecasts supplied pursuant to paragraph 8.3 shall: (a) be in terms of day and evening busy hour Erlangs. The day busy hour shall be within the period 0800 to 1800 hours and the evening busy hour shall be within the period 1800 to 0800 hours except where agreed otherwise; (b) identify the time of the busy hour for a Traffic Route to be configured pursuant to paragraph 8.1; (c) be in the form set out in the Provisioning Manual and may be in an electronic form agreed between the Parties; (d) be authorised and signed at an appropriate level by the originating Party and acknowledged by the receiving Party. 8.5 FORECASTING EVOLUTION 8.5.1 The Parties may agree to modify the procedures in this paragraph 8 if and when additional Traffic Routes and/or Traffic Streams are identified or if presently planned Traffic Routes are subdivided. 8.5.2 The forecasting procedures shall be reviewed at the Technical Review Meeting to discuss routing and forecasting matters and to agree changes and appropriate timings for their implementation. 9. CAPACITY PROFILES AND ADVANCE CAPACITY ORDERS ________________________________________________________________________________ Page 17 of 38 76 9.1 Before placing Capacity Orders, the Operator shall (subject to paragraph 9.2 below) supply BT with Capacity Profiles in relation to Capacity Provision and Capacity Re-arrangement at all existing and proposed Switch Connections. In paragraphs 9 and 10 and subject to paragraph 11.4, Capacity Rearrangement may only be initiated by the Purchaser of the Capacity which is being rearranged. Each Capacity Profile shall encompass all the Operator's requirements for Capacity and shall be identified for each relevant Switch Connection. The obligation of the Operator under this paragraph in relation to a particular Switch Connection shall cease when the information is provided by BT under paragraph 9.2. 9.2 With effect from the second anniversary of the Ready for Service Date (or such later date as the Parties may agree pursuant to paragraph 8.2.3) for each Switch Connection, BT shall supply the Operator with a Capacity Profile for Traffic Types for which BT has responsibility pursuant to paragraph 5.1.3. The Capacity Profile shall encompass all Capacity Provision or Capacity Re-arrangement requirements and be categorised for each relevant Operator Switch Connection. The Parties acknowledge that each BT Capacity Profile shall reflect the information contained in the relevant Traffic Forecast provided under paragraph 8, plus any other relevant additional information that the Operator has provided to BT (which shall include any necessary advice on the timing of Capacity Provision). 9.3 Capacity Profiles for Capacity Provision and Capacity Re-arrangement shall be provided on separate forms as described in the Provisioning Manual. The first four months of each Capacity Profile agreed in accordance with paragraph 9.5 shall form an Advance Capacity Order pursuant to paragraph 10. 9.4 Each Capacity Profile shall be presented to the other Party at four month intervals, not less than 15 Working Days before the relevant Technical Review Meeting. 9.5 Each Capacity Profile shall be reviewed at the relevant Technical Review Meeting. Where agreed it will be signed at the Technical Review Meeting by the authorised representatives of each Party to signify their intention to commit to the Advance Capacity Order. 9.6 If the Parties fail to agree a Capacity Profile (or part thereof), then either Party may notify the other in writing of a Dispute. 9.7 Those portions of an Advance Capacity Order that have not been agreed shall be a Dispute. Paragraph 10 shall apply to those parts that have been agreed (and signed by the Parties). 10. CAPACITY ORDERS AND TESTING 10.1 CAPACITY ORDERING ________________________________________________________________________________ Page 18 of 38 77 10.1.1 In an ACO Period the Operator may, in respect of any BT Switch Connection nominated by the Operator (for traffic handed over from the Operator System to the BT System), and, during the period ending two years after the first Ready for Test Date, in respect of any Operator Switch Connection nominated by BT (for traffic handed over from the BT System to the Operator System), place Capacity Orders up to the amount of the aggregate Capacity Provision (i.e. Capacity to be provided plus the provide element of Capacity to be rearranged) shown in the relevant Advance Capacity Orders for each such Switch Connection plus the greater of (a) 10 per cent. of such Capacity and (b) 4 x 2Mbit/s units of Capacity. Within these limits each Party shall provide such Capacity that it is to provide within the time scales laid down in paragraph 11. For the period ending two years after the first Ready for Test Date, the reference in (b) to 4 x 2Mbit/s units of Capacity shall be increased to 8 x 2Mbit/s units of Capacity. 10.1.2 In an ACO Period the Operator shall place Capacity Orders for a minimum of 80 per cent. of the aggregate Capacity specified in the relevant Advance Capacity Orders for each Switch Connection, other than Capacity required at any Operator Switch Connection for incoming traffic from the BT System. Failure by the Operator to place such Capacity Orders shall result in pre-payment charges being paid by the Operator in accordance with paragraph 1 of Appendix C. Pre-payment charges arising with respect to a specific Switch Connection shall be accepted as pre-payment for future Capacity Orders in respect of Capacity for the same Switch Connection placed within 12 months of the end of the relevant ACO Period (thereby being credited against any charges payable by the Operator in respect of such Capacity Order(s)). 10.1.3 Capacity Orders placed by the Operator (on behalf of BT) for Capacity in respect of Traffic Types for which BT has the responsibility pursuant to paragraph 5.1.3, and any increase in order quantities above those agreed in the relevant Advance Capacity Order (subject to the limits set out in paragraph 10.1.1) shall require written agreement from BT prior to the placing of the relevant Capacity Order. If the Parties fail to agree an increase in a Capacity Order, either Party may notify the other in writing of a Dispute. 10.1.4 Within any ACO Period commencing two years after the Ready for Service Date for a particular Switch Connection, BT may place Capacity Orders for Capacity required at that Operator Switch Connection for Traffic Types for which BT has the responsibility pursuant to paragraph 5.1.3, up to the amount of the aggregate Capacity Provision (i.e. Capacity to be provided, plus the provide element of Capacity to be rearranged) shown in the relevant Advance Capacity Orders for such Operator Switch Connection plus, for any Operator Switch Connection, the greater of (a) 10 per cent. of such Capacity and (b) 4 x 2Mbit/s units of Capacity. The Operator shall ________________________________________________________________________________ Page 19 of 38 78 provide such Capacity within the relevant time scales specified in paragraph 11. 10.1.5 Within any ACO Period commencing two years after the Ready for Service Date of a Switch Connection, BT shall place Capacity Orders for a minimum of 80 per cent. of the aggregate Capacity specified in the relevant Advance Capacity Orders for that Operator Switch Connection. Failure by BT to place such Capacity Orders shall result in pre-payment charges being paid by BT in accordance with the provisions set out in paragraph 1 of Appendix C. Pre-payment charges arising with respect to a specific Operator Switch Connection will be accepted as pre-payment for future Capacity Provision Orders in respect of Capacity at the same Switch Connection placed within 12 months of the end of the relevant ACO Period (thereby being credited against any charges payable by BT in respect of such Capacity Order(s)). 10.1.6 If no Advance Capacity Order is provided or Capacity Orders are placed by the ordering Party in excess of the relevant limit in paragraph 10.1.1 or 10.1.4: (1) the Supplier shall not be obliged to meet the time scales set out in paragraph 11 for that element of the Capacity Order in excess of the relevant limit; (2) the time scales shall be agreed in writing for the provision of excess Capacity and the Ready for Test Dates shall be not later than 6 months after the date of receipt of a relevant Capacity Order; and (3) the Supplier of Capacity in excess of the relevant limit may raise charges to cover any additional costs that it may incur arising directly from the provision of Capacity outside the normal planning process. Neither Party will incur such additional costs or provide Capacity outside the Advance Capacity Order process without the prior written approval of the other. 10.1.7 Each Capacity Order will be in the form set out in the Provisioning Manual and shall include all the information required by that form. 10.1.8 The tributary allocation charts as set out in the Provisioning Manual, shall be amended by BT, unless agreed otherwise and included in the Technical Master Plan. 10.2 TESTING TIMETABLES 10.2.1 (1) BT and the Operator shall commence testing Capacity not later than 25 Working Days after the relevant scheduled Ready for ________________________________________________________________________________ Page 20 of 38 79 Test Date. Unless agreed otherwise, the Purchaser shall provide the Supplier with a minimum of 15 Working Days notice of the date on which testing should commence. The Parties shall co-operate to ensure that testing is reasonably spread across the 25 Working Days following the date on which the Capacity is made ready for testing. The Parties shall use reasonable endeavours to complete testing in the shortest appropriate time. (2) If for any reason the Purchaser fails to proceed jointly with the Supplier in testing of any Capacity, the Purchaser shall notify the Supplier in writing as soon as possible and where such notice is less than 5 Working Days before the scheduled Ready for Test Date, the provisions set out in paragraph 3 of Appendix C of this Annex shall apply. Testing shall then be re-scheduled by agreement and commenced on such re-scheduled date. In the event of testing failing the Parties shall use reasonable endeavours to ensure testing is recommenced and concluded as quickly as possible. (3) The Parties shall agree the required test facilities. The Parties shall make such test facilities available from the date required by the other Party. If specified test facilities are missing or incorrect, Capacity Orders or Data Management Amendments will not commence until the facilities are made available. (4) If the Party providing Capacity fails to commence testing Capacity by a date 25 Working Days after the relevant periods of time specified in paragraph 11 below, then (without prejudice to the other Party's rights and remedies under the Agreement) the Party providing the Capacity shall pay, on demand, to the other Party liquidated damages for such delay calculated in accordance with the provisions of paragraph 2 of Appendix C for up to a maximum of 25 Working Days. (5) If the Parties fail to agree an acceptable date for the testing of the Capacity (pursuant to 10.2.1 (2)) either Party may notify the order in writing of a Dispute. 10.2.2 On the Ready for Test Date the Supplier shall notify the Purchaser that such Capacity is Ready for Testing. Such notice shall be in the form set out in the Provisioning Manual. 10.2.3 As soon after the Ready for Service Date as is practical, both Parties shall certify that the Capacity has been satisfactorily tested by signing the certificate set out in the Operations and Maintenance Manual. 10.3 CONGESTION ________________________________________________________________________________ Page 21 of 38 80 Where a Traffic Route is used for the conveyance of traffic for both Parties and either Party detects the grade of service referred to in paragraph 5.3.2 not being met because of non-transient causes or identifies a trend that will lead to such grade of service not being met in the current or next ACO Period, the Operator shall order Route Augmentation such that the problem or potential problem is alleviated. 10.4 TESTING AND COMMISSIONING PROCEDURES The Parties shall jointly test the Capacity and any service specific items and make any necessary adjustment to ensure that the Capacity meets the agreed performance standards. Details of the testing procedures are included in the Testing Manual. 11. CAPACITY ORDER TIMESCALES 11.1 TIMESCALES FOR PROVISION OF CAPACITY The timescales for the provision of Capacity Ready for Testing are subject to the provisions set out in Schedules 01 and 130 (as appropriate) and, paragraph 10.1.6. The time scales are set out in paragraphs 11.1.3 to 11.1.6 inclusive and are concurrent with those set out in paragraph 11.1.1 and 11.1.2): 11.1.1 Capacity Provision at a Switch Connection for a Traffic Route passing through a new Point of Connection on an Interconnect Link using PDH or SDH: 6 months following the date of receipt of the relevant Capacity Order. 11.1.2 Capacity Provision or Capacity Re-arrangement at a Switch Connection requiring a change of technology from PDH to SDH or SDH to PDH for a new or existing Traffic Route at an existing Point of Connection: 6 months following the date of receipt of the relevant Capacity Order. 11.1.3 New Traffic Routes between Switch Connections through an established Point of Connection using the same technology, including the provision of additional Customer Sited Interconnect between the same Switch Connections: 65 Working Days following the date of receipt of the relevant Capacity Order. 11.1.4 Route Augmentation using the same technology, including the provision of additional Customer Sited Interconnect between the same Switch Connections: ________________________________________________________________________________ Page 22 of 38 81 25 Working Days following the date of receipt of the relevant Capacity Order. 11.1.5 New Traffic Routes over IECs at a Switch Connection using the same technology: 75 Working Days following the date of receipt of the relevant Capacity Order. 11.1.6 Route Augmentation using the same technology on Traffic Routes over established IECs: 35 Working Days following the date of receipt of the relevant Capacity Order. 11.1.7 Capacity Re-arrangements involving the provision of new Traffic Routes using the same technology or a new technology already in service at the relevant Switch Connection: 65 Working Days following the date of receipt of the relevant Capacity Order. 11.1.8 Capacity Re-arrangements between established Switch Connection involving Route Augmentation using the same technology or a new technology already in service at the relevant Switch Connection: 25 Working Days following the date of receipt of the relevant Capacity Order. 11.1.9 Capacity Re-arrangements involving the provision of new Traffic Routes requiring IECs using the same technology or a new technology already in service at the relevant Switch Connection: 75 Working Days following the date of receipt of the relevant Capacity Order. 11.1.10 Path Protection - on a date such as the Parties shall agree. 11.2 REMOVAL OF CAPACITY 11.2.1 Subject to the relevant Schedules if either Party requires the removal of Capacity it paid for (or for which payment is due by that Party under this Agreement), an order identifying the Capacity and the date from which it is no longer required (a "removal order") may be placed by that Party on the other Party. The Party receiving the removal order will remove the Capacity not later than 30 Working Days from the date of receipt of the removal order. ________________________________________________________________________________ Page 23 of 38 82 11.2.2 If either Party requires the removal of Capacity paid for by the other Party (or for which payment is due by the other Party under this Agreement) or the removal of Capacity used for bothway working then a written request shall be sent to the other Party detailing the requirement and giving the reasons for its removal. If the Party receiving the request agrees to the removal of the Capacity such Party shall issue a removal order to the Party requesting the removal. This Capacity will then be removed by the Supplier within 30 Working Days from the date of receipt of the removal order. If the Party receiving the request does not agree then Capacity shall not be removed until agreement has been reached or a Dispute is resolved. 11.2.3 A removal certificate shall be issued to the Party who paid (or who is responsible for payment) for the Capacity on completion of the removal work. 11.2.4 For the avoidance of doubt, if payment for Capacity removed pursuant to this paragraph 11 has not been made at the time of such removal such payment shall remain due and payable. 11.2.5 If pursuant to this paragraph 11.2 Capacity is removed, a proportion of the relevant connection charge shall be repaid to the Party requesting the removal. The amount to be repaid shall be that set out in paragraph 4 of Appendix C to this Annex. 11.3 ORDER AMENDMENT 11.3.1 Capacity Orders may be amended as follows: (a) Capacity Orders which incorporate agreed amendments requested by the Supplier or are corrections of simple typing mistakes which do not affect the Ready for Test Date nor the implementation by the Supplier will not incur any charges. (b) Capacity Orders may be withdrawn free of charge up to 10 Working Days from receipt of the relevant Capacity Order by the Supplier. Capacity Orders, including any placed in the last 10 Working Days of an ACO Period which bring the total orders up to 80% of the Capacity specified in the ACO, and subsequently cancelled within 10 Working Days of placing those orders shall not be included in the amount of Capacity ordered in the relevant ACO Period. (c) Capacity Orders may be amended at a charge, details of which are specified from time to time in the Carrier Price List, up to 10 Working Days from receipt of the Capacity Order by the Supplier. The original date that the Capacity Order was placed will apply for the purpose of identifying the Ready for Test Date. ________________________________________________________________________________ Page 24 of 38 83 (d) Capacity Order amendments received after 10 Working Days from receipt of the original Capacity Order by the Supplier which do not have a material affect on the order (i.e. editorial change, data build change only, without change of Supplier's Exchange or other change which the Parties reasonably agree does not materially affect the Capacity Provision within the stated time scales) will be accepted by the Supplier without a change in the Ready for Test Date at a charge which is set out in the Carrier Price List. Where an amendment involves data build changes, the order amendment must be received by the Supplier not later than 10 Working Days before the Ready for Test Date 11.3.2 If a Capacity Order is amended other than as set out in (a) (b) (c) or (d) above, and the amendment is to reduce the Capacity originally ordered, the Purchaser shall pay the charge set out in paragraph 5 of Appendix C. The Supplier shall accept such an amendment without a change in the Ready for Test Date. 11.3.3 The Supplier may extend a Ready for Test Date where there have been two or more order amendments to any matter included in the order form set out in the Provisioning Manual during the first 10 Working Days following receipt of a Capacity Order. 11.4 CAPACITY REARRANGEMENT Capacity Rearrangement may be requested as follows: (a) The Purchaser may request in writing Capacity Rearrangement, and the Supplier shall carry out the necessary work in accordance with the time scales set out in paragraph 11.1. Capacity Orders, including any placed in the last 10 Working Days of an ACO Period which bring the total Capacity Orders up to 80% of the Capacity specified in the ACO, and subsequently cancelled within 10 Working Days of placing those orders shall not be included in the amount of Capacity ordered in the relevant ACO period. (b) If the Supplier requests Capacity Rearrangement of Capacity previously provided by the Supplier, the Supplier shall notify the Purchaser in writing giving reasons for its request. If the Purchaser accepts the request it shall confirm the same in writing. The Supplier shall then at its own expense carry out the Capacity Rearrangement in accordance with the request. The Purchaser shall not unreasonably withhold or delay consent to such request provided that arrangements are made, in accordance with this Agreement where applicable, to ________________________________________________________________________________ Page 25 of 38 84 ensure that no loss is caused to or suffered by the Purchaser as a result of the Capacity Rearrangement. (c) The Supplier shall issue a certificate to the Purchaser on completion of work carried out pursuant to paragraph 11.4 (a) or (b). The Purchaser may submit requests for Capacity Rearrangement in writing to the Supplier at any time after the earlier of Ready For Service Date or one month after Ready For Test Date. (d) On completion of a Capacity Rearrangement the original Capacity is deemed terminated and replaced by the rearranged Capacity. 11.5 CANCELLATION OF ORDER At any time prior to the Ready for Test Date a Party may by written notice to the other cancel a Capacity Order it placed. If a Capacity Order is cancelled more than 10 Working Days after placement of the Capacity Order, the cancelling Party shall pay a cancellation charge as set out in paragraph 6 of Appendix C. 11.6 GENERAL The Party in receipt of a Capacity Order shall make the relevant Capacity available and Ready for Testing within the time scale specified in paragraph 11.1. The receiving Party shall notify the ordering Party of such receipt within one Working Day of receipt. 12. NUMBERING 12.1 NUMBERING ORDERS BT shall implement numbering orders for Number Ranges or other changes to data on BT Exchanges in accordance with Schedule 140. 12.2 NUMBER FLOW 12.2.1 The Parties shall convey to each other telephone numbers in the national and international number formats from time to time in force. 12.2.2 For Calls to or from a BT ISC where C 7 (IUP) signalling is used, all digits including the leading zero, shall be conveyed across the interface from the sending Party's System to the other Party's System. 12.2.3 For Calls to a BT ISC, where C 7 (TUP) signalling is used, the Operator shall convey all digits except the international prefix. For Calls from a BT ISC where C 7 (TUP) signalling is used BT shall convey all digits including the leading zero. 12.3 NUMBER INFORMATION ________________________________________________________________________________ Page 26 of 38 85 At appropriate intervals each Party shall inform the other of all numbering additions and changes to Number Ranges within the BT System or Operator System that may affect Call routing. 13. TECHNICAL REVIEW MEETINGS 13.1 The first Technical Review Meeting shall occur at either Party's written request not later than four months from the receipt of the first Capacity Profile. Subsequent Technical Review Meetings shall occur at no greater than four monthly intervals thereafter, not less than 5 Working Days prior to the start of the relevant four month period next following. 13.2 At Technical Review Meetings the Traffic Forecast referred to in paragraph 8 shall be discussed and the Capacity Profiles referred to in paragraph 9 shall be agreed. 14. SWITCH TESTING 14.1 TESTING PRINCIPLES Each Party shall have the right to require testing of the other Party's Switch(es) to confirm correct interworking. The testing varies according to the Switch manufacturer, the software build level and the method of implementation. The scope of the testing shall follow the relevant ITU-T guidelines. 14.2 TESTING INFORMATION 14.2.1 Not later than 10 Working Days after a written request by one Party, the other Party shall provide an initial indication of the level of testing required, having been given details of Switch hardware and software build level and services. The Parties shall agree exact test requirements and timescales. 14.2.2 If, owing to the default of one of the Parties the testing procedures vary substantially from the test procedures agreed pursuant to this paragraph, the other Party may levy a reasonable charge for its direct costs resulting from such default. 14.3 Where BT requests testing, the following provisions shall apply: 14.3.1 Reduced Level of Testing A Switch proposed as an Operator Exchange, of the same type previously successfully tested for the same type of interconnect, at the same software build will need the minimum of testing. A list of such Switches is set out in the Provisioning Manual. Commissioning and Acceptance Testing ("CAT") of such an Operator Exchange may take ________________________________________________________________________________ Page 27 of 38 86 approximately four weeks. For additional Operator Exchanges, Traffic Routes and Capacity interconnected to the BT System, operational testing at a suitable level will take place as described in the Testing Manual. 14.3.2 Intermediate Level of Testing A Switch proposed as an Operator Exchange of a type previously successfully tested at a different software build or implementation, will need additional testing, if such different build or different implementation could reasonably be considered likely to adversely affect Call processing. Both Network Inter- working Tests ("NIT") using BT captive models and CAT will be required, which may take approximately eight weeks. 14.3.3 Full Switch Testing A Switch proposed as an Operator Exchange or major build change of an existing Operator Exchange not previously successfully tested for the same type of interconnect shall require Interface Validation Testing ("IVT") by the Operator, using a protocol simulator, which may take the Operator about six weeks. The total testing duration for IVT, NIT and CAT may be approximately 14 weeks. This period of time (other than for the testing specified in paragraph 14.3.1) may, subject to the availability of the necessary BT captive models at the Operator's written request, be concurrent with the time scale set out in paragraph 11.1.1 above. 14.4 Where the Operator requests testing it will employ testing no more onerous than those set out in paragraph 14.3 such testing shall be of no greater duration. 14.5 In the event that the Parties fail to agree any test procedure and/or time scale, then either Party may notify the other in writing of a Dispute. 15. TRANSMISSION AND SIGNALLING 15.1 TRANSMISSION Interconnection of the BT System and the Operator System shall be based on digital technology operating at 2Mbit/s in accordance with the Generic Transmission Interface Specification and, if appropriate, the Generic SDH Interface Specification. 15.2 SYNCHRONISATION 15.2.1 The Parties shall comply with the applicable synchronisation provisions of the Generic Electrical and Physical Interface Specification. Where ________________________________________________________________________________ Page 28 of 38 87 requested, BT shall supply synchronisation from the highest order available within the relevant part of the BT System. 15.2.2 Where SDH equipment is used as part of an ISI Interconnect Link, synchronisation of the relevant SDH equipment shall be provided in accordance with ITU-T Recommendation G.803. However the STM-N timing quality should not be assumed to be referable to a clock of ITU-T Recommendation G.811 standard. 15.3 ECHO CONTROL 15.3.1 If International Calls are conveyed by the Operator to a BT ISC or handed over to the Operator by BT directly from a BT ISC, the Parties shall obtain the correct echo control by conveying signalling information in accordance with the Generic Transmission Interface Specification and the Generic C7 Signalling Interface Specification. 15.3.2 Some Calls within the UK require echo control. The Parties shall obtain the correct echo control by conveying signalling information in accordance with the Generic Transmission Interface Specification and the Generic C7 Signalling Interface Specification. 15.4 SIGNALLING The Parties shall comply with the applicable signalling provisions of the Generic C7 Signalling Interface Specification. 15.5 CIRCUIT SELECTION Where bothway working is employed, the following circuit selection protocols shall apply: (1) Circuit Selection Protocols (a) BT shall use the forward sequential protocol, starting from the first traffic circuit and selecting sequentially until a free circuit is found. (b) The Operator shall use the backward sequential protocol, starting from the last traffic circuit and selecting sequentially until a free circuit is found. (2) Direction of search (a) From BT to Operator, direction of traffic circuit 1 to Z. (b) From Operator to BT, direction of traffic circuit Z to 1. ________________________________________________________________________________ Page 29 of 38 88 15.6 DUAL SEIZURE BT shall have dual seizure priority. 15.7 NUMBERING OF TRAFFIC CIRCUITS Circuits shall be identified pursuant to the Generic Signalling Interface Specification. 15.8 ANSWER SIGNALS Each Party shall provide the other with details of the timing and circumstances for the provision of all Answer Signals sent from that Party's System including those for all types of Calls. 16. PERFORMANCE STANDARDS 16.1 GENERAL 16.1.1 The Parties shall co-operate to maintain the overall quality of the conveyance of Calls and adopt the general principles on standards, techniques and methodology for the achievement of quality in telecommunications networks and services contained in the relevant ITU-T standards. 16.1.2 The Parties shall agree operational management strategies to protect service quality and to alleviate short term overloads due to abnormal conditions and address congestion due to under provisioning. 16.2 CALL SERVICE PERFORMANCE 16.2.1 The Parties shall agree relevant service parameters and measurements for the monitoring of service performance. These will typically include sample sizes, frequency, time and performance threshold criteria. This data includes actual measurements of exchange or route busy hour traffic (Erlangs), lost communications (overflows), number of Calls alternatively routed, Answer Seize Ratio ("ASR") and busy hour call attempts. This shall be exchanged on a monthly basis. Exception reports shall be provided where standards have not been met or if performance thresholds have not been attained. The Parties shall use their reasonable endeavours to detect and correct adverse trends before they result in adverse performance. ________________________________________________________________________________ Page 30 of 38 89 16.2.2 If a service performance problem is identified, the Parties shall exchange information about the problem, including the information set out in paragraph 16.2.1 above together with the following information: (1) critical levels for traffic and unsuccessful Call attempts; (2) information on sources of traffic; (3) information on timing synchronisation and slippage rates. 16.2.3 Where congestion occurs on a Traffic Route used for the conveyance of Traffic for both Parties, the Parties shall agree and apply appropriate network management procedures in accordance with the provision described in the Operations and Maintenance Manual. Where such agreement cannot be reached, either Party may apply appropriate network management procedures to Traffic originating in its System to alleviate the problem. 16.2.4 The Parties shall use reasonable endeavours to identify and resolve the problem and if the Parties fail to resolve the problem it shall become a Dispute. 16.3 INTERCONNECT LINK SERVICE PERFORMANCE Transmission performance standards over an Interconnect Link shall be based on availability, errored seconds and severely errored seconds over a one month period. 16.4 INFORMATION ON PERFORMANCE STANDARDS Each Party ("the first Party") shall provide to the other, as the other Party may reasonably require, information on the performance standards of the first Party's System from time to time for the purpose of the other Party verifying the performance by the first Party of its obligations under this Agreement, including without limitation the performance standards referred to in this paragraph 16, routine maintenance time scales and fault repair times as set out in the Operations and Maintenance Manual. 17. OPERATIONS 17.1 GENERAL 17.1.1 Each Party shall be responsible for the safety and operation of its own System. 17.1.2 The Operations and Maintenance Manual details the responsibilities, methods and procedures for the operation and maintenance of the interconnection of the Systems. Details of contacts are given in the Customer Service Plan. ________________________________________________________________________________ Page 31 of 38 90 17.2 FAULT IDENTIFICATION AND REPORTING 17.2.1 Each Party will advise its Customers to report all faults to its fault reporting centre. 17.2.2 If a Party's Customer reports a fault to the fault reporting centre of the other Party, that Party will inform the Customer of the correct number to which to report the fault. 17.2.3 If a major fault occurs which affects both Parties' Systems, initial responsibility for identifying the fault rests with the Party who first becomes aware of the fault. 17.2.4 If a Party identifies a fault occurring in its System which may have an adverse effect on the other Party's System, the first Party shall promptly inform the other Party of the actions being taken to resolve the problem. 17.2.5 Each Party shall bear the costs of its own fault reporting centre. 17.3 SPEED OF RESPONSE The Parties shall develop and record in the Operations and Maintenance Manual, a series of agreed response times for different fault conditions, response time being the time from the reporting of the fault until remedial action begins. 17.4 SERVICE RESTORATION The service restoration procedures set out in the Operations and Maintenance Manual are based on the following: (1) service restoration shall take priority over the clearance of faults not affecting service unless it is agreed that a fault be treated as a lower priority; (2) the relevant Party shall automatically bring in available standby Capacity and/or carry out network management actions to restore service; (3) the relevant Party shall observe equipment alarms and carry out testing to identify the nature and location of the fault in co-operation with the other Party as necessary; (4) if possible, the relevant Party shall rectify the fault immediately, if not, the other Party must be notified and kept informed of progress on a regular basis; ________________________________________________________________________________ Page 32 of 38 91 (5) if temporary repairs are made, the other Party must be informed and given the estimated timescale and service impact of full repair; and (6) priority shall be given by the relevant Party to faults with the highest service loss impact on the number of Customers or the volume of traffic affected. 17.5 RESTORATION TIMES AND PROCEDURE Indicative restoration times and procedures are set out in the Operations and Maintenance Manual. 17.6 PLANNED MAINTENANCE/WORKS 17.6.1 Each Party shall provide not less than 3 Working Days notice of any planned maintenance which may affect the other's System. Each Party shall use its reasonable endeavours to minimise disruption and where possible provide alternative routing at no charge to the other Party for a reasonable period of time with respect to the cause of the disruption. 17.6.2 If a Party reasonably considers that the interconnection arrangements are at risk and maintenance repair activity is essential, that Party shall give as much advance notice to the other Party as is reasonably practicable. 18. SERVICES 18.1 INTRODUCTION This paragraph 18 sets out the technical requirements relating to the services provided in accordance with particular Schedules. 18.2 BT OPERATOR SERVICES The arrangements for routing Calls from the Operator System to the services listed below are via a BT Switch Connection at a BT Tandem Exchange. The digits forwarded from the Operator System to the BT System shall be those below together with the two identification digits appropriate to the Operator as network address digits. The Operator shall use the identification digits agreed with BT:
Service Digits National Operator Assistance Service 100 Emergency Service 999 DQ Service 192 International Operator Assistance Service 155 IDQ Service 153 Blind or Disabled Service 195
________________________________________________________________________________ Page 33 of 38 92 each service being as defined in the appropriate Schedules. 18.3 CLI CLI shall be requested and provided in a manner consistent with the Generic C7 Signalling Interface Specification. However CLI is not available for Operator Basic International Incoming Calls or BT Basic International Outgoing Calls. 18.4 MALICIOUS CALL IDENTIFICATION Where a Party assists the police in identification of Calling Parties with malicious intent the Parties shall co-operate and when appropriate use CLI, such use being subject to paragraphs 11 and 21 of the main body of this Agreement. 18.5 EMERGENCY CALL ROUTING AND SIGNALLING The handing over of Emergency Calls to the BT System at agreed BT Tandem Exchanges is subject to the following conditions: (1) Trunk reservation, physical separation or other appropriate method shall ensure the availability of emergency circuits to carry Emergency Calls in the Interconnect Link; (2) The BT Switch Connection at the BT Tandem Exchange shall route Emergency Calls to the BT Operator. Alternative routing shall be applied by the BT System when required and where this alternative routing fails, the BT System shall return a terminal congestion indication to the Operator; (3) Where possible, the Operator System shall present the relevant BT Tandem Exchange with an Initial and Final Addressing Message ("IFAM") containing the protection bit set. ________________________________________________________________________________ Page 34 of 38 93 APPENDIX A BT/OPERATOR NETWORK INFORMATION 1. OPERATOR INFORMATION 1.1 Names and Addresses of all Operator Exchanges within the area covered by the BT System. 1.2 Address of each Operator building within the area covered by the BT System which is capable of supporting IECs. 2. OPERATOR NUMBERING INFORMATION 2.1 Number Ranges of Operator Exchanges within the area covered by the BT System and unless the Operator is only providing Land Mobile Radio Services (as defined in the BT Licence) the interconnectivity of and functionality provided by Operator Exchanges used for the conveyance of Calls pursuant to this Agreement. 3. BT INFORMATION 3.1 Names and addresses of BT ISCs. 3.2 Names and addresses of BT Tandem Exchanges 3.3 Names and addresses of BT DLTEs 3.4 Names and addresses of BT DLEs 3.5 Address of each BT building which is capable of supporting IECs. 4. BT NUMBERING INFORMATION 4.1 Number Ranges of BT DLEs, BT DLTEs, BT ALEs and of those exchanges which are connected by a BT DLE alone to the remainder of the BT System. 4.2 For each BT DLE, BT DLTE and BT ALE, the names of the BT Tandem Exchanges which are the Parent BT Exchanges. 4.3 For each BT DLE or BT ALE, where appropriate, the name of the BT DLTE. 5. BT/OPERATOR INFORMATION 5.1 Addresses of relevant ISI locations together with annotated Ordnance Survey map extracts. ________________________________________________________________________________ Page 35 of 38 94 APPENDIX B BT/OPERATOR INTERCONNECT INFORMATION 1. OPERATOR INFORMATION 1.1 Details of the Operator Exchange or Exchanges, software build levels and of relevant Operator Switch Connections nominated by the Operator. 1.2 Details of relevant BT Switch Connections nominated by the Operator. 1.3 Details of the relevant Schedules. 1.4 Number Ranges served by and that may be accessed via the Operator System. 1.5 A statement of the conformity of the Operator System to the Specifications. 1.6 Capacity Profile. 1.7 Traffic Forecasts. 1.8 Traffic Routes, by Number Ranges. 1.9 Details of proposed Points of Connection and Interconnect Links requested by the Operator. 1.10 Where the Operator intends to send Emergency Calls to the BT System, and the Operator Licensed Area is smaller than the geographic area covered by the BT System, the Operator shall provide BT with a map showing the boundary of the area from where Emergency Calls are to be sent to the BT System to a scale of approximately 1:50,000. 2. BT INFORMATION 2.1 Signalling and Testing requirements. 2.2 Details of relevant Operator Switch Connections and BT Switch Connections nominated by BT, if any. 2.3 Traffic Routes by Number Ranges if the Operator is using more than one Operator Switch Connection. ________________________________________________________________________________ Page 36 of 38 95 APPENDIX C COMMERCIAL 1. PRE-PAYMENT CHARGES 1.1 If either Party (the "Defaulting Party") in any ACO Period, places Capacity Orders on the other Party for less than the minimum Capacity specified pursuant to either paragraph 10.1.2 or 10.1.5 of Annex A, then the Defaulting Party shall pay to the other Party not later than 30 Working Days of the end of such ACO Period the prepayment charges calculated in accordance with paragraph 1.2 of this Appendix. 1.2 Prepayment charges are calculated in accordance with the following formula: A = ((80% x B)-C) x D Where: A is the prepayment charge payable; B is the aggregate Capacity Provision (by number of units 2Mbit/s Capacity) specified for the relevant ACO Period in the relevant Advance Capacity Order (not including if the Defaulting Party is the Operator, Capacity required for traffic handed over from the BT System); C the Capacity (by number of units of 2Mbit/s Capacity) ordered during such ACO Period not including cancellations of Capacity Orders made during or after the relevant ACO Period; D is half the Intrabuilding Link connection charge applicable for the ACO Period, as detailed in the Carrier Price List from time to time. 2. LIQUIDATED DAMAGES IN RESPECT OF TESTING CAPACITY 2.1 The liquidated damages referred to in paragraph 10.2.1(4) of Annex A shall be 1.5% of Intrabuilding Link connection charge specified from time to time in the Carrier Price List for each 2Mbit/s unit of Capacity which is subject of the relevant Capacity Order, multiplied by the number of Working Days calculated from a date 25 Working Days after the date on which the Capacity should have been Ready for Testing pursuant to paragraph 11 of Annex A, except that no liquidated damages shall be payable if the Purchaser causes a delay to the Ready for Service date by failing to complete the testing of the Capacity in the time period set out in paragraph 10.2.1(1) of Annex A. ________________________________________________________________________________ Page 37 of 38 96 3. CANCELLATION CHARGES IN RESPECT OF LATE NOTIFICATION OF TESTING 3.1 If the notice by the Purchaser, pursuant to paragraph 10.2.1(2) of Annex A is given less than five Working Days before the scheduled Ready for Test Date, the Purchaser shall pay, on demand, a cancellation charge of 20% of the relevant connection charge, or charges, specified from time to time in the Carrier Price List and referred to in Schedule 01 or 130 as appropriate. 4. REMOVAL OF CAPACITY 4.1 If, pursuant to paragraph 11.2 of Annex A, Capacity is removed a proportion of the relevant connection charge shall be repaid to the Party requesting the removal. The amount to be repaid shall be: R = (0.466 x C) - (0.466 x C x Y) ------------- 10 where: R is the amount to be repaid C is the relevant connection charge referred to in Schedule 01 or 130 as appropriate and specified from time to time in the Carrier Price List Y is the number of years between the Ready for Test Date for the relevant Capacity and the date of the removal order rounded up to the next whole year. 5. ORDER AMENDMENT 5.1 The charge payable pursuant to paragraph 11.3.2 of Annex A shall be 50% of the difference between the connection charges specified from time to time in the Carrier Price List, for the originally ordered and the amended Capacity Order. 6. ORDER CANCELLATION 6.1 The charge payable pursuant to paragraph 11.5 of Annex A shall be 50% of the applicable connection charge specified from time to time in the Carrier Price List. ________________________________________________________________________________ Page 38 of 38 97 ANNEX B BILLING AND PAYMENT INDEX 1 Definitions 2 Recording of Billing Information 3 Exchange of Billing Information 4 Invoices 5 Payment 6 Disputes 7 "TIBS" System Change Notification
1. DEFINITIONS 1.1 In this Annex, a reference to a paragraph, unless stated otherwise, is to a paragraph of this Annex. Words and expressions have the meaning given in Annex D. 2. RECORDING OF BILLING INFORMATION 2.1 Subject to paragraph 2.2, each Party shall for those Calls for which it is the Billing Party collect for each individual Call, record (whether in bulk or on an itemised Call basis) and process in accordance with paragraph 2.4 the Billing Information. 2.2 The Parties acknowledge that INCA or other Billing Systems may not be capable of collecting and/or recording and/or processing all types of Calls. BT or the Operator (as applicable) shall, as appropriate, collect (for each individual Call), record (whether in bulk or on an itemised Call basis) and process (in accordance with paragraph 2.4) Billing Information for the types of Call for which INCA or other Billing Systems are not operational and in respect of which the other Party is the Billing Party. 2.3 The types of Calls for which INCA or other Billing Systems are not operational are as described from time to time in the Billing Manual. 2.4 There shall be recorded for each Call for which there is an entry in the Carrier Price List the following: ________________________________________________________________________________ Page 1 of 10 98 2.4.1 Interconnect Link identifier (unless otherwise specified in the Billing Manual); and 2.4.2 the dialled digits and/or such other information as may be agreed; and 2.4.3 CLI (if available); and 2.4.4 the date and time when the Answer Signal is received by the Party providing the Billing Information; 2.4.5 Chargeable Call Duration (whether measured or derived). 2.5 The Billing Party shall provide with the invoice appropriate support Billing Information as described in the Billing Manual to enable the non-billing Party to validate the invoice. 3. EXCHANGE OF BILLING INFORMATION 3.1 The Billing Party shall process the information specified in paragraph 2.4 so as to produce such information (including, if applicable, the call segments listed from time to time in the Carrier Price List) by the applicable time of day/period in summary form and to complete and carry out in the following matrix comprising of generic Interconnect Usage Report as follows: ________________________________________________________________________________ Page 2 of 10 99 TABLE A.1
Call Type Daytime Evening Weekend Total as per Carrier Call# Duration Revenue Call# Duration Revenue Call# Duration Revenue Call# Duration Revenue Price List ND MD RD NE ME RE NW MW RW N M R TOTAL END EMD ERD ENE EME ERE ENW EMW ERW EN EM ER
or such other form of Interconnect Usage Report as the Parties may from time to time reasonably agree. Where: N = the total number of Calls and where R = N x F; or M = the total Chargeable Call Duration R = M x G; or F = appropriate rate per Call R = (N x F) + (M x G) G = appropriate rate per minute as appropriate in accordance with the Carrier Price List being the amount to be shown on the relevant invoice.
for the relevant entry in the Carrier Price List. ________________________________________________________________________________ Page 3 of 10 100 3.2 The Operator shall supply BT with Billing Information recorded by it pursuant to paragraph 2.2 not later than ten Working Days after the end of each Billing Period. Subject to receipt pursuant to paragraph 3.3.1 of the necessary TIBS Information (if any) from BT, the Operator shall, not later than ten Working Days after the end of each Billing Period, supply to BT the latest TIBS Billing Information and Refund Report. 3.3 BT shall supply the Operator with Billing Information as follows: 3.3.1 BT shall use its reasonable endeavours to supply to the Operator on average four times each week the latest TIBS Information and such other relevant information as may be agreed from time to time in writing. Without prejudice to any dispute resolution provision in this Agreement it is hereby acknowledged that TIBS Information shall be relied upon by the Operator to calculate charges payable by Operator Customers using the Operator System; 3.3.2 BT shall supply to the Operator the Carrier Chargeband Reference Data together with such other data as the Parties may agree. Such Carrier Chargeband Reference Data (including changes thereto) shall be supplied on a quarterly basis at such times as shall be agreed on public access Internet or by dial-up modem. 3.4 The Operator shall supply Billing Information in respect of the Operator System to BT such information, being the Operator's equivalent of the Billing Information contained in paragraph 3.3.2, to be supplied at such time and in such form as BT may reasonably require. All Billing Information provided under paragraphs 3.2 to 3.4 shall be sent by such means as are described in the Billing Manual. 3.5 The Operator shall process the TIBS Information as soon as practicable. If the Operator asks questions about the TIBS Information, it shall use its reasonable endeavours to do so as soon as practicable after receipt of the tapes or receipt by electronic transfer, as applicable. The Operator shall return tapes (if any) to BT when the TIBS Information has been processed. 3.6 The Parties acknowledge that the primary method of exchanging Billing Information is the completion by the Billing Party of the appropriate Interconnect Usage Report and the sending of such reports (or a summary thereof) to the other Party. 3.7 The Billing Party shall store Billing Information in such summary format and in such amounts as shall be sufficient to recalculate the amounts due from one Party to the other to take account of changes in the relevant entries of the Carrier Price List. 3.8 If the System or the Billing System of either Party malfunctions and fails to provide all of the Billing Information necessary for the Billing Party to prepare an invoice, the other Party shall at the request and reasonable ________________________________________________________________________________ Page 4 of 10 101 expense of the Billing Party use its reasonable endeavours to supply the missing Billing Information to the Billing Party. There shall be no legal liability on the Billing Party for the preparation of an incorrect invoice resulting from inaccuracies in such Billing Information provided by the other Party to the Billing Party. The Parties acknowledge that Billing Information supplied by the other Party pursuant to this paragraph shall have been supplied via a verification system (rather than a Billing System) and such other Party cannot warrant that the information is free of error. 3.9 If the Parties' monitoring of their respective Billing Information indicates a persistent inconsistency in reconciling Billing Information provided by the Parties' respective Billing Systems, the Parties shall use their reasonable endeavours to ascertain the cause of such inconsistency, including, subject to the Parties agreement, the reference of the matter for investigation and resolution by such appropriate independent consultant as the Parties may agree, or in default of agreement, as may be nominated by the President of the Institute of Chartered Accountants in England and Wales. Such independent consultant shall act as an expert and not as arbitrator and whose decision, in the absence of manifest error, shall be final and binding. The Parties shall co-operate in such investigation. The independent consultant's costs for such investigation shall be paid by the Parties in such proportions as the independent consultant shall decide. 3.10 The Operator shall provide as part of the Billing Information, information to identify the origin, type and destination of Calls in sufficient detail to enable the calculation of BT's Access Deficit. For each Call handed over to the Operator System by a Third Party Operator's system, the Operator shall use its reasonable endeavours to identify the Third Party Operator. 3.11 Save as may be otherwise provided in a Schedule, charges shall not be payable under this Agreement by either Party to the other for the conveyance of a Call if the Call is not connected when there is a "ring" tone with no reply, an "engaged" tone or "number unobtainable" tone. 3.12 For the avoidance of doubt, if a Chargeable Call Duration extends over 2 or more charge rate periods the Call shall be recorded as a single Call in the charge rate period applying at the commencement of the Call and the Chargeable Call Duration shall be apportioned and recorded in each of the charge rate periods applicable to that Call. 4. INVOICES 4.1 At the end of each Billing Period the Billing Party shall use its reasonable endeavours to submit to the other Party, within a reasonable time, invoices for charges for Calls (including, without limitation, the Access Deficit Contribution) and other services for which the Billing Party is entitled to charge the other Party during such Billing Period. ________________________________________________________________________________ Page 5 of 10 102 4.2 Following the end of each Billing Period and provided that the relevant Billing Information has been supplied in accordance with paragraph 3: 4.2.1 the Operator shall use its reasonable endeavours to submit to BT invoices for charges for Calls and other services for which the Operator is entitled to charge BT during such Billing Period; and 4.2.2 BT shall use its reasonable endeavours to submit to the Operator invoices for charges for services provided to the Operator by BT (being services the subject of TIBS Billing Information and Refund Reports) during such Billing Period and save for international Transfer Charge Calls (to the extent not previously invoiced) the two immediately preceding Billing Periods; 4.2.3 for international Transfer Charge Calls the provisions of paragraph 4.2.2 shall apply save that subject to the provisions of 4.2.4 BT shall submit an invoice for an international Transfer Charge Call not later than 10 months from the date of such a Call; 4.2.4 BT shall use its reasonable endeavours to notify in writing the Operator of any notification which BT has received from an Authorised Overseas System, as a result of which notification, BT reasonably expects that BT would not be capable of submitting invoices for international Transfer Charge Calls within the period specified in paragraph 4.2.3. Any such notification to be sent to the Operator by BT shall be given not later than 6 months from the date of the relevant international Charge Calls. If such notification is given, BT may submit an invoice after 10 months from the date of the relevant international Transfer Charge Call. 4.3 All charges payable under this Agreement shall be calculated in accordance with this Agreement and at the rates specified from time to time in the Carrier Price List. Invoices for charges shall be invoiced and paid for in accordance with paragraphs 14 and 15 of the main body of this Agreement together with the relevant Schedule and the Carrier Price List, as appropriate. Detailed invoicing procedures are described in the Billing Manual. 4.4 For the avoidance of doubt, an invoice (including an invoice based on estimated information) shall be dated as of the date of despatch of that invoice. 4.5 For services (other than Calls) the Billing Party shall provide with the invoice appropriate Billing Information as described in the Billing Manual to enable the non-billing Party to accurately process the invoice for such services. Detailed invoicing procedures are described in the Billing Manual. 4.6 If the Operator fails to supply to BT pursuant to paragraph 2 or paragraph 3.2 Billing Information necessary for BT to deliver an invoice under ________________________________________________________________________________ Page 6 of 10 103 paragraph 4.2.2 (other than due to an act or omission of BT) the following provisions shall apply: 4.6.1 BT may deliver an invoice ("estimated invoice") for an amount due to BT for such period, such amount being equal to the relevant amount contained in BT's invoice for the immediately preceding Billing Period as increased for decreased by the Relevant Percentage. For the purpose of this paragraph "Relevant Percentage" means the percentage increase or decrease in the aggregate amounts due to BT under this Agreement over the last two months for which Billing Information shall have been supplied by the Operator in accordance with paragraphs 2 or 3.2. 4.6.2 Following the supply by the Operator of the necessary Billing Information relating to the Billing Period for which an estimated invoice has been delivered to BT the amounts due to BT in respect of any subsequent invoice(s) submitted to the Operator shall be adjusted accordingly by the amount over or under paid by the Operator in respect of the estimated invoice, save to the extent already paid or refunded: 4.6.3 Any payment due to BT (or any refund due to the Operator) as appropriate shall be made pursuant to paragraph 4.6.2 together with interest on such additional payment or refund, such interest calculated at the Default Interest Rate as at the date being 30 calendar days from the date of despatch of the estimated invoice. Such interest shall be payable (in the case of an additional payment due) from and including the day after the Due Date, or (in the case of a refund) the later of the date of payment of the original amount to be refunded and the Due Date, in each case ending on the date of payment or, as the case may be, the date of refund in full. Such interest shall accrue from day to day and shall not be compounded. 4.7 A calculation of interest at the Oftel Interest Rate shall be calculated on a daily basis from and including the date of payment of the original amount to be adjusted up to and including the date on which the adjusted amount is paid. 5. PAYMENT 5.1 Subject as stated below, all charges due by one Party to the other under this Agreement shall be payable by the Due Date. 5.2 If, pursuant to paragraph 6.1, either Party shall have notified the other of a dispute relating to such invoice and such dispute shall not have been resolved before the Due Date, and if the amount in dispute represents: 5.2.1 less than 5 per cent. of the total amount (excluding VAT) of the relevant invoice, the total amount invoiced; or ________________________________________________________________________________ Page 7 of 10 104 5.2.2 5 per cent. or more of the total amount (excluding VAT) of the relevant invoice, the amount in dispute may be withheld until the dispute is resolved and the balance; shall be due and payable on the Due Date. 5.3 Notwithstanding notification of a dispute pursuant to paragraphs 6.1 or 6.5, if a Party fails to pay on the Due Date any amount due under this Agreement or shall overpay any amount, the payee or, as the case may be (subject to paragraph 5.5) the over-payer, shall pay or be paid interest at the Default Interest Rate as at the Due Date or date of the overpayment in respect of any such amount outstanding. 5.4 Interest at the Default Interest Rate shall be payable (for late payment) from and including the day after the Due Date or (in the case of a refund) the later of the date of payment of the original amount to be refunded and the Due Date, in each case ending on the date of payment or, as the case may be, refund in full. Such interest at the Default Interest Rate shall accrue day by day and shall not be compounded. 5.5 If such overpayment results from information provided by the overpayer (which is not attributable to information provided by the payee Party), the payee Party shall be under no obligation to pay any interest at the Default Interest Rate on the amount overpaid. 5.6 If a recalculation and adjustment is required pursuant to paragraphs 12 or 13 of the main body of this Agreement, the amount of such adjustment together with interest calculated at the Oftel Interest Rate shall be calculated and paid accordingly. 5.7 Without prejudice to the provisions of paragraphs 5.1 to 5.5 (inclusive) a Party shall pay pursuant to paragraph 5.6 to the other the amount of the adjustment together with interest calculated at the Oftel Interest Rate calculated from the later of the date on which the relevant payment was paid or the Due Date, to the date on which the adjustment is paid (both dates inclusive). 5.8 VAT shall be added to all or any part of the charges under this Agreement and shall be paid by the Party responsible for making such payment. 6. DISPUTES 6.1 Each Party shall use its reasonable endeavours to resolve disputes with the other. If either Party ("the disputing Party") disputes the accuracy of an invoice delivered under this Agreement the disputing Party shall, as soon as practicable, notify in writing the other Party's billing liaison contact of the nature and extent of the problem. If the problem remains unresolved on the last but one Working Day before the date when the relevant invoice is due for payment, the disputing Party may invoke the formal billing dispute ________________________________________________________________________________ PAGE 8 of 10 105 procedures set out in paragraph 6.2 by written notification to the other, such notification to be given not later than five Working Days after the Due Date of the relevant invoice. The disputing Party shall include with such notice all details reasonably necessary to substantiate its claim, which details shall be reasonably capable of being verified by the other Party. 6.2 Following a notification made under paragraph 6.1 that either Party wishes to invoke the formal billing dispute procedures, the Parties shall consult and endeavour to resolve the dispute at level 1 of consultation and if agreement cannot be reached within 15 Working Days, shall escalate the disagreement to level 2. If agreement cannot be reached within 10 Working Days at level 2, the matter shall be escalated to level 3. Each Party shall inform the other in writing of the name of its representative at each level of consultation. Subject to paragraph 6.7, each Party shall use the above dispute resolution procedure for any dispute under this Annex to the fullest extent to try to resolve such dispute. The Parties may agree in writing to extend the above timescales. 6.3 Notwithstanding the provisions of paragraph 6.1, if the Parties fail to resolve any dispute either, in not less than two months (for a dispute notified pursuant to paragraph 6.2), or, in not less than three months (for a dispute notified pursuant to paragraph 6.5) in each case from the Due Date of the relevant disputed invoice (or such extended period as the Parties may agree) either Party may (by written notice to the other to such effect) refer the dispute for investigation and resolution by such chartered accountants as the Parties may agree, or in default of agreement, as may be nominated by the President of the Institute of Chartered Accountants in England and Wales. Such chartered accountants shall act as an expert and not as arbitrator and whose decision, in the absence of evidence of manifest error, shall be final and binding. The Parties shall co-operate in such investigation and, if any sums are found to be due or overpaid in respect of the disputed invoice such sum shall be paid or refunded (with interest payable or paid pursuant to paragraph 5.3), as the case may be, within 10 Working Days from the date of resolution or earlier settlement between the Parties. 6.4 The costs of the chartered accountant agreed or nominated pursuant to paragraph 6.3 shall be paid by the disputing Party unless the relevant invoice is established to have been incorrect by more than the lesser of (a) 5 per cent. of the total amount of the charges (excluding VAT) specified in the invoice and (b) Pounds Sterling5,000 (excluding VAT), when the Billing Party shall pay such costs. 6.5 Notwithstanding the provisions of paragraph 6.1 a Party may by written notice raise a dispute regarding any invoice delivered under this Agreement at any time following five Working Days after the Due Date, save that no such notice shall be given more than 12 months after the date of the relevant invoice. If notice under this paragraph 6.5 is given after the latest date for giving notice specified in paragraph 6.1, the preceding provisions of this paragraph 6 shall apply mutatis mutandis, save that in paragraph 6.2 in relation to the number of Working Days "15" and "10" shall be substituted by "30" and "20", respectively. ________________________________________________________________________________ PAGE 9 of 10 106 6.6 The above procedures are without prejudice to any other rights and remedies that may be available in respect of any breach of any provision of this Agreement. 6.7 Though it is the good faith intention of the Parties to use the above dispute resolution procedures to the fullest extent to try to resolve such a dispute, nothing in this Annex shall prevent either Party seeking, obtaining or implementing interlocutory or other immediate relief in respect of any dispute or referring, in accordance with any right it may have under the other Party's Licence or its Licence, any matter relating to this Annex or any dispute arising in relation to this Annex, to the Director General requesting him to make a determination or take other appropriate steps for its resolution. 7. "TIBS" SYSTEM CHANGE NOTIFICATION 7.1 BT shall notify the Operator by giving not less than 6 months written notice if BT is proposing a replacement of, or fundamental change in TIBS. ________________________________________________________________________________ Page 10 of 10 107 ANNEX C INDEX SCHEDULE NUMBER TITLE JOINT SERVICES -------------- 01 In-Span Interconnection (ISI), Third Party ISI & Interconnect Extension Circuits 04 Number Portability BT SERVICES ----------- 101 BT Telephony Calls to the BT System 102 BT Transit Calls via the BT System 103 BT Operator to Operator Transit Calls via the BT System 104 BT International Outgoing Calls to Authorised Overseas Systems via the BT System 110 Freefone(TM) 0800 Calls 111 Lo-Call(TM) 0345 Calls 112 BT Premium Rate Service Calls 116 National Call(TM) 0990 Calls 117 Phone Base(TM) Calls 118 BT Timeline(TM) Service 120 National Operator Assistance Service 121 Directory Enquiry Service 122 International Operator Assistance Service 123 International Directory Enquiry Service 124 Emergency Service 126 Radiotelephone Calls 130 Customer Sited Interconnect 140 Data Management Amendments 150 Entries in BT's Number Information System (NIS) and Phone Books 152 Supply of BT Phone Books 153 Supply of Customised Telephone Directories OPERATOR SERVICES ----------------- 541 Operator Telephony Calls to the Operator System 545 Operator International Incoming Calls from Authorised Overseas Systems via the BT System handed over to the Operator System 546 Operator BT to BT Transit Calls (Ported) via the Operator System ________________________________________________________________________________ PAGE 1 of 1 108 ANNEX C SCHEDULE 01 IN SPAN INTERCONNECT (ISI), THIRD PARTY ISI & INTERCONNECT EXTENSION CIRCUITS 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix, unless stated otherwise, is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "2MBIT/S ISI INTERCONNECT LINK" an Interconnect Link comprising a 2Mbit/s path (within an ISI Interconnect Link), two Intrabuilding Links, Multiplexor service and as appropriate, a Signalling Link and/or one or two Interconnect Extension Circuits; "ADDITIONAL LINK" a Link, being part of an Interconnect Link, between a Third Party Operator building, and an Operator building, or (as the context requires), a BT building; "EXISTING LINK" an ISI Interconnect Link between BT and a Third Party Operator; "PATH PROTECTION" the facility of two transmission paths providing a particular ISI Interconnect Link whereby the failure of one transmission path causes the transmission of the ISI Interconnect Link to switch to the alternative; "THIRD PARTY ISI INTERCONNECT LINK" an ISI Interconnect Link comprising an Additional Link and an Existing Link. 2. DESCRIPTION OF SERVICE 2.1 This Schedule applies to the joint provision by the Parties of In span Interconnect and/or Third Party ISI Interconnect Links, the provision by either Party of an IEC and the provision by BT of Path Protection. 2.2 In span Interconnect (ISI) is the provision jointly by each Party of an Interconnect Link by the provision of an ISI Interconnect Link and 2Mbit/s ISI Interconnect Links, such Link having its Point of Connection on the public highway or, subject to the Parties' agreement, on a prospectively ________________________________________________________________________________ PAGE 1 of 13 109 maintainable public highway, with portion of the Interconnect Link being provided by each Party on its side of the Point Of Connection. 2.3 For the purposes of this Schedule, "unidirectional Calls" shall be those Calls for which a Party has responsibility pursuant to paragraph 5.1.3 of Annex A. 3. GENERAL 3.1 Upon a Party's (the requesting Party) request, the other Party shall, in accordance with the provisions of this Schedule and Annex A, provide the relevant portion of the ISI Interconnect Links using either SDH or PDH technology (subject to that other Party supporting the technology). 3.2 The Point of Connection of an ISI Interconnect Link is the point where a Party's duct is joined to the wall of the other Party's jointing chamber. 3.3 The Point of Connection of an ISI Interconnect Link or a Third Party ISI Interconnect Link shall not be located at such distance from the other Party's Switch Connection that signal regeneration is required to be carried out by such other Party. 3.4 Forecasting, technical interfaces and their application, provisioning leadtimes and test procedures are specified in Annex A. 4. PROVISION OF IN-SPAN INTERCONNECT ("ISI") 4.1 A Party (the requesting Party) may request an Interconnect Link to convey Calls (a) from the requesting Party's System; or (b) both to and from its System. 4.2 The Parties shall agree the number of pairs of fibres to be equipped within the ISI Interconnect Links to take account of the forecast requirement for 2Mbit/s ISI Interconnect Link. The Parties shall co-operate to ensure that the capacity of the ISI Interconnect Link is augmented from time to time to meet both Parties' forecast transmission capacity requirements. 4.3 Procedures for the installation of the Interconnect Link and of the 2Mbit/s ISI Interconnect Links are described in the Provisioning Manual and ongoing maintenance arrangements are described in the Operations and Maintenance Manual. 4.4 2Mbit/s ISI Interconnect Links shall be ordered in accordance with Annex A. The timescales for the provision of 2Mbit/s ISI Interconnect Links are detailed in paragraph 11 of Annex A. 4.5 The requesting Party shall nominate the other Party's Switch Connection in accordance with the provisions of Annex A. ________________________________________________________________________________ PAGE 2 of 13 110 4.6 The ISI Interconnect Link shall be established by the requesting Party installing its cable to the other Party's jointing chamber (at, subject to paragraphs 4.7 and 4.10, a precise physical location agreed between the Parties) where it shall be: 4.6.1 jointed to the other Party's cable in the jointing chamber; or 4.6.2 handed over to the other Party to be drawn by the other Party into: (a) that other Party's building, (which shall be the building housing the Switch Connection, (except if an IEC is provided under paragraph 7, when the other Party's building is ascertained pursuant to paragraph 7.4)); or (b) another jointing chamber, if the requesting Party's cable meets the standard specified in the Operational Provisioning Manual 4.7 If, pursuant to paragraphs 4.10.2 and/or 4.11, the Parties locate the jointing chamber at a distance which is greater than 100 Metres from the other Party's curtilage of the building housing the LTE of the ISI Interconnect Link, the requesting Party shall pay for: 4.7.1 duct charges (if any); and 4.7.2 ISI Interconnect Link rental charges on the distance which is more than 100 metres from the other Party's curtilage aforesaid subject to the provisions of paragraph 11.4, in accordance with the relevant charges specified from time to time in the Carrier Price List. 4.8 Subject to paragraphs 4.7 and 4.10: 4.8.1 the jointing chamber for an ISI Interconnect Link shall be provided, owned and maintained by the other (i.e. the non requesting Party) Party at its own expense; and 4.8.2 each Party will provide, own, maintain and be responsible for all ducting, plant and equipment and will bear its own costs for the ducting, cabling and maintenance of the ISI Interconnect Link on its side of the Point of Connection; and 4.8.3 if continuous cable is used, the requesting Party hereby agrees that ownership of that part of the cable on the other Party's side of the Point of Connection passes to the other Party. ________________________________________________________________________________ PAGE 3 of 13 111 ISI INTERCONNECT LINKS FOR BOTH PARTIES 4.9 If the requested ISI Interconnect Link is to contain 2Mbit/s ISI Interconnect Links conveying unidirectional traffic in different directions the Parties shall, not more than 20 Working Days from the date of written request, endeavour to agree the location of the jointing chamber required for the Point of Connection. 4.10 If pursuant to paragraph 4.9 the Parties fail to reach agreement: 4.10.1 a Party may request an ISI Interconnect Link to convey unidirectional Calls from the requesting Party's System; or 4.10.2 the requesting Party may nominate the location of the jointing chamber required for the Point of Connection and if such nomination is agreed, the requesting Party shall pay the charges specified from time to time in the Carrier Price List being the charges in respect of (a) an ISI Interconnect Link, (b) duct, (c) bothway Signalling Link Set and (d) each 2Mbit/s ISI Interconnect Link and if not later than 20 Working Days from the date of such written request no agreement is reached on the location of the jointing chamber, either Party may notify a Dispute. ISI INTERCONNECT LINKS FOR ONE PARTY 4.11 Unless otherwise agreed, if the requested ISI Interconnect Link is to convey unidirectional Calls from the requesting Party's System: 4.11.1 the location of the jointing chamber required for the Point of Connection for such ISI Interconnect Link shall be on the public highway immediately outside the curtilage of the building referred to in paragraph 4.6.2; 4.11.2 the requesting Party shall pay the Charges specified from time to time in the Carrier Price List being the charges in respect of (a) an ISI Interconnect Link, (b) duct, (c) unidirectional Signalling Link Set and (d) each 2 Mbit/s ISI Interconnect Link. 5. PATH PROTECTION REQUESTED BY THE OPERATOR 5.1 For an ISI Interconnect Link the Operator may request, and BT shall provide, Path Protection using: (a) a single BT jointing chamber with a single cable and two separate pairs of fibre in that cable; or (b) a single BT jointing chamber with two separate cables; or ________________________________________________________________________________ PAGE 4 of 13 112 (c) two separate BT jointing chambers with two separate cables into those BT jointing chambers; and a suitable transmission switching mechanism, as described in Annex A, without a change to the cable or cables connected to the Switch Connection. 5.2 If the Operator requests Path Protection using two jointing chambers BT shall endeavour to use a suitable existing jointing chamber (the "protection jointing chamber"). 5.3 If a suitable protection jointing chamber cannot be identified or used, at the Operator's request BT shall provide a written quotation for the installation by BT of the protection jointing chamber. 5.4 If the quotation referred to in paragraph 5.3 is accepted, BT shall install the protection jointing chamber for the second cable. 5.5 For the avoidance of doubt, the protection jointing chamber shall be installed, owned and maintained by BT. 6. PROVISION OF THIRD PARTY ISI 6.1 Subject to an Interconnect Link having been provided pursuant to this Agreement, a Party (the requesting Party) may, pursuant to the terms of this Schedule, request, and the other Party shall, subject to the provisions of this Schedule, agree to the installation of a Third Party ISI Interconnect Link. 6.2 2Mbit/s ISI Interconnect Links provided pursuant to this paragraph 6 shall be ordered in accordance with Annex A. The timescales for the provision of 2 Mbit/s Interconnect Links are detailed in Annex A. 6.3 The requesting Party shall obtain agreement of the Third Party Operator to use an Existing Link as part of the Third Party ISI Interconnect Link. 6.4 The requesting Party shall provide and/or procure the provision and maintenance of the Additional Link, whether by the Third Party Operator or, if the requesting Party is the Operator, and subject to contract, by BT. 6.5 The other Party shall assume no obligation under this Agreement for the Existing Link. In particular, but without limitation, the other Party shall have no liability to the requesting Party if the Existing Link be taken out of operation in accordance with the Third Party Interconnect Agreement. 6.6 The requesting Party shall: 6.6.1 comply with the provisions of paragraphs 3 and 4 above, as if the Additional Link was provided by the requesting Party under paragraph 4; and ________________________________________________________________________________ PAGE 5 of 13 113 6.6.2 ensure that sufficient arrangements are in place between the requesting Party and the Third Party Operator to enable the requesting Party so to comply; and 6.6.3 have no obligation to the other Party for the Existing Link save as expressly provided in this Agreement. 6.7 The Third Party ISI Interconnect Link shall, for the purposes of the respective rights and obligations of the Parties under this Agreement be deemed to be an ISI Interconnect Link and that portion on the Operator's side of the Point of Connection shall be deemed a part of the requesting Party's System. This provision shall not be construed to extend the area covered by the requesting Party's System beyond the boundaries set out in that Party's Licence. 7. PROVISION OF INTERCONNECT EXTENSION CIRCUITS ("IECS") 7.1 In accordance with this paragraph 7, a Party may request, and the other Party shall provide, an Interconnect Extension Circuit, from a building referred to in Appendix A of Annex A to a Remote Switch Connection. 7.2 IECs shall comply with the Specifications applicable to the provision of Links. A Party shall provide IECs with, at its absolute discretion, either PDH or SDH technology. ________________________________________________________________________________ PAGE 6 of 13 114 7.3 The following table specifies the available connections for BT IECs from particular ISI termination points:
ISI link DLE serving Parent BT Dependent Tandem terminating the Operator Exchange DLE Exchange not point Licensed (Notes 2 being a Parent Area (Notes and 3) BT Exchange 1 and 3) BT DLE No Yes Not No Applicable BT DLTE Yes Yes Yes No BT Tandem Yes Yes Yes No Exchange BT Yes Yes Not No transmission Applicable node
Note 1: Provided that the BT DLE: (a) is located in the same or Adjacent BT Charge Group to the Point of Connection; and (b) supports BT Customers in the Operator Licensed Area; and (c) has an existing direct Traffic Route with that termination point. Note 2: The Parent BT Exchange must have a direct connection to a DLE serving the Operator Licensed Area and that DLE must be located in the same or adjacent charge group to the Point of Connection. Note 3: For the purpose of the provision of IEC's only, the Operator Licensed Area shall include any areas notified to BT in writing, which are continuous geographical areas (or areas that would be continuous but for separation by a tract of water no more than 8 Kilometres wide), which are subject to Third Party Operator Licences and where the Third Party Operators are Associated Companies of the Operator. 7.4 Operator IECs shall be available between any building referred to in Appendix A of Annex A to a Remote Switch Connection. 7.5 Subject to the provisions of Annex A, if the transmission capacity at a building is exhausted and additional capacity for an IEC is requested by a requesting Party, the other Party shall use its reasonable endeavours to ________________________________________________________________________________ PAGE 7 of 13 115 provide the additional capacity as soon as reasonably practicable and shall notify the requesting Party of the anticipated date of such provision. 7.6 If a Party notifies the other Party pursuant to paragraph 3 of Annex A that a building is no longer available for establishing IECs to Remote Switch Connections, the other Party may continue to order IECs from that building for the then current ACO Period under the then current Advance Capacity Order or such longer further period as the Parties may agree in writing. Thereafter the first Party shall not be obliged to provide an additional IEC from that building. 8. SIGNALLING 8.1 When ordering, for the first time, 2Mbit/s ISI Interconnect Links between a specific BT Switch Connection and a specific Operator Switch Connection the Requesting Party shall order a Signalling Link Set and specify the Route Type(s). 8.2 The Requesting Party shall order an additional Signalling Link Set if the total number of 2Mbit/s ISI Interconnect Links in an ISI Interconnect Link exceed 40 or multiples of 40. 8.3 An order for a Signalling Link Set shall include an order for two Intrabuilding Links. 9. ROUTE TYPES 9.1 Each Traffic Route is provided with a Route Type. Where a Party orders an additional Route Type it shall specify the required Traffic Type. 10. REARRANGEMENTS 10.1 The requesting Party may request in accordance with Annex A the rearrangement of Intrabuilding Links on its side of the Point of Connection or in the building housing the other Party's Switch Connection. 11. CHARGING 11.1 Subject to the provisions of this paragraph 11 for each provision by one Party to the other of ISI Interconnect Links, 2Mbit/s ISI Interconnect Links and associated works (including the Multiplexor service and IECs), the requesting Party shall pay to the other Party the appropriate charges specified from time to time in the Carrier Price List. 11.2 The connection and rental charges shall be due on the earlier of the relevant Ready for Service Date and 30 days after the relevant Ready for Testing date. Subsequent rental charges shall be payable in accordance with the periodicity specified from time to time in the Carrier Price List. ________________________________________________________________________________ Page 8 of 13 116 11.3 In addition to the charges specified from time to time in the Carrier Price List, each Party shall, if applicable, make the additional payments specified in Appendix C of Annex A. 11.4 Rental for an ISI Interconnect Link shall be payable according to the following table:
CLASSIFICATION OF ISI INTERCONNECT LINK RENTAL PAYABLE Unidirectional Call As set down in the Conveyance (Note 1) Carrier Price List (paragraph 4.11.2) (Note 2). Bothway Call Conveyance (Agreed Location) (Note 1) (paragraph 4.7) None payable. Bothway Call Conveyance R = P x A (Location not agreed Where: "R" is the rental but nominated) (Note 1) payable, "P" is the rental price set (paragraph 4.10.2) down in the Carrier Price List (Note 2), and "A" = B --- C Where: "B" is the number of 2Mbit/s ISI Interconnect Links conveying the Calls of the Party who requested the ISI Interconnect Link (Note 1); and "C" is the total number of 2Mbit/s ISI Interconnect Links provided on that ISI Interconnect Link.
Note 1: For the purpose of this table, Route Types involving the conveyance of Calls to one Party, when those Calls are deemed to be that Party's Calls (by way of example Indirect Access Calls), shall not be taken into consideration when determining ISI Interconnect Link classification. Note 2: In this Schedule references to the charges specified in the Carrier Price List are those specified from time to time. 11.5 An Intrabuilding Link charge applies to each order for a 2Mbit/s ISI Interconnect Link. If an Intrabuilding Link contains a Signalling Link which supports unidirectional traffic the charge for that Intrabuilding Link is included in the Signalling Link Set charge. 11.6 There are two different Signalling Link Set charges in respect of an ISI Interconnect Link, namely, a charge for such a Link conveying unidirectional traffic (including Indirect Access Calls, notwithstanding such Calls being ________________________________________________________________________________ Page 9 of 13 117 conveyed in the opposite direction,) and a charge for such a Link carrying bothway traffic. 11.7 The Signalling Link Set charge includes one single Route Type. Charges for additional Route Types are payable as specified from time to time in the Carrier Price List. 11.8 A Multiplexor service charge applies to each order for a 2Mbit/s ISI Interconnect Link. 11.9 The IEC charge applies to each order for a 2Mbit/s ISI Interconnect Link, which order includes an IEC. The requesting Party shall pay the charges for the provision of an IEC. PATH PROTECTION PROVIDED BY BT 11.10 Subject to the following paragraphs, the Path Protection charges shall be the sum of the relevant charges specified from time to time in the Carrier Price List. 11.11 Charges for Path Protection shall be the sum of the following relevant component charges:
--------------------------------------------- PATH PROTECTION --------------------------------------------- Type of Component Single Cable Two Cables Two Cables Technology Chargeable Single Single Jointing Two Jointing Chamber Jointing Chamber Chambers - ---------- ---------- ------------- --------------- ---------- PDH A YES YES YES - ---------- ---------- ------------- --------------- ---------- B n/a n/a YES1 - ---------- ---------- ------------- --------------- ---------- C n/a n/a YES - ---------- ---------- ------------- --------------- ---------- D n/a YES YES - ---------- ---------- ------------- --------------- ---------- E n/a YES2 YES2 - ---------- ---------- ------------- --------------- ---------- SDH A n/a n/a n/a - ---------- ---------- ------------- --------------- ---------- B n/a n/a YES - ---------- ---------- ------------- --------------- ---------- C n/a n/a YES - ---------- ---------- ------------- --------------- ---------- D n/a YES YES - ---------- ---------- ------------- --------------- ---------- E n/a YES2 YES2 - ---------- ---------- ------------- --------------- ----------
Note 1 Only charged if required under paragraph 5.3 Note 2 Two splices may be required. Where: ________________________________________________________________________________ PAGE 10 of 13 118
Component Charge --------- ------ A = transmission switching equipment B = second (protection) jointing chamber C = duct D = cable E = cable splice
11.12 Each cable splice required for the provision of Path Protection has a separate charge. 11.1 3 Connection and rental charges shall be payable for each ISI Interconnect Link used for Path Protection. Rental shall be payable for a minimum of 12 months. Subject to payment being made for the then current minimum period of 12 months, rental charges shall be payable until the Operator requests BT in writing to cease that Path Protection. 11.14 If the Operator requests Path Protection on a particular ISI Interconnect Link and: (a) the ISI Interconnect Link is the sole Interconnect Link between the specific BT Switch Connection and the specific Operator Switch Connection; and (b) there is no other Interconnect Link between that specific Operator Switch Connection and any other BT Switch Connection; no charge for Path Protection on that particular ISI Interconnect Link shall be payable by the Operator while BT uses that ISI Interconnect Link as the sole Interconnect Link to convey Calls to that specific Operator Switch Connection. 11.15 If one or more of the conditions of paragraph 11.14 cease to apply, the rental charges specified from time to time in the Carrier Price List for the particular ISI Interconnect Link will be payable pursuant to paragraph 11.13. _______________________________________________________________________ PAGE 11 of 13 119 APPENDIX 01.1 IN-SPAN INTERCONNECT AND INTERCONNECT EXTENSION CIRCUITS FIGURE X ________________________________________________________________________________ PAGE 12 of 13 120 APPENDIX 01.2 THIRD PARTY INTERCONNECT FIGURE X ________________________________________________________________________________ PAGE 13 of 13 121 ANNEX C SCHEDULE 04 NUMBER PORTABILITY 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix unless stated otherwise is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "CENTREX" a partition of an Exchange used to provide business features and short code dialling as required by Customers; "DDI" direct dialling in; "DONOR" the Party from whose System the Number is being ported; "DONOR SYSTEM" the System from which the Number is being ported; "NP AREA" such area as has been agreed in writing by the Parties in which Number Portability will be carried out; "NUMBER" shall have the meaning ascribed thereto in Condition 34B of the BT Licence and for the purposes of this Agreement there shall be excluded Numbers allocated to ISDN exchange lines, and to Number Groups used for Centrex, DDI private branch exchange or other private branch exchange purposes; "NUMBER GROUP" a range of consecutive Numbers used as a group by a Party for certain functional or Customer purposes; "NUMBER PORTABILITY" an arrangement between the Parties whereby a Customer ceases to be provided with a Network Termination Point by the Donor System and such Customer (at the same address and at the same set of premises) is provided with a Network Termination Point by the Recipient System, such Network Termination Point having the ________________________________________________________________________________ PAGE 1 of 4 122 same Number as had the Network Termination Point ceased on the Donor System; "PORTED NUMBER NTP" a Network Termination Point on the Recipient System being a Network Termination Point to which a Number has been ported; "RECIPIENT" the Party to whose System the Number is being ported; "RECIPIENT SYSTEM" the System to which the Number is being ported. 2. DESCRIPTION OF SERVICE 2.1 Subject to the provisions of this Schedule, the Parties shall provide Number Portability in the NP Area in accordance with the Number Portability End to End Process Manual ("Manual") as agreed in writing from time to time by the Parties. 2.2 Pursuant to this Schedule and subject to the Parties having successfully completed planning studies in accordance with the Manual the Parties shall provide Number Portability in the NP Area. 2.3 For the avoidance of doubt, the Parties acknowledge that the provision of Number Portability to Customers pursuant to this Schedule applies only to those Customers who remain at the same address and at the same set of premises. 2.4 Neither Party shall be obliged to offer Number Portability to the other Party's Customers who have an exchange line connected to the other Party's Exchange which Exchange has not been approved under the Manual by such other Party for Number Portability. 2.5 If a Customer having a Ported Number NTP changes address or ceases service with the Recipient System it is agreed that the Ported Number of the Ported Number NTP shall revert to the Donor for use in the Donor's System. 2.6 The Parties agree that the Calls handed over from each other to Ported Number NTPs shall be conveyed in accordance with one or more of the Schedules listed in Appendix 04.1. 2.7 Each Party shall correct faults which occur in its System which affect the conveyance of Calls to Ported Number NTPs in accordance with such ________________________________________________________________________________ PAGE 2 of 4 123 Party's normal engineering practices. For the avoidance of doubt, neither Party warrants that its System is, or will be, free from faults. 2.8 Notwithstanding the provisions of paragraph 1.4 of the main body of this Agreement the Parties agree that for the purposes of the provision of Number Portability Sections 2, 3 and 5.1 to 5.5 (inclusive) of the Manual Issue 2.0 dated 16/04/96 shall be legally binding. The other provisions of the Manual shall not be legally binding. 2.9 For the purposes of the provision of Number Portability, Schedule 140 (Data Management Amendments) shall be deemed to be amended by the addition of a further entry to paragraph 2.6.1 thereof, namely: "route Calls to Ported Number NTPs as defined in Schedule 04 (Number Portability)." 3. ROUTING 3.1 The conveyance of Calls to Ported Number NTPs shall be in accordance with the routing principles specified in Annex A and the Manual. 4. CHARGING 4.1 The Parties agree, for the conveyance of Calls handed over from each other to Ported Number NTPs, to pay a charge in accordance with one or more of the Schedules listed in Appendix 04.1. 4.2 For the avoidance of doubt, all charges pursuant to the Schedules listed in Appendix 04.1 of this Schedule shall be ascertained and paid for by the Parties in accordance with such Schedules in addition to such other charges as may be payable pursuant to this Schedule. 4.3 The Parties shall pay the charges at the rates for Number Portability specified from time to time in the Carrier Price List. 5. REVIEW 5.1 The Review Date for charges under paragraph 4.3 of this Schedule shall be 1 April each year. ________________________________________________________________________________ PAGE 3 of 4 124 APPENDIX 04.1 The telephony conveyance Schedules referred to in paragraphs 2.6, 4.1 and 4.2 of this Schedule are:
Schedule Number: Title: - ---------------- ------------------------------------- 101 BT Telephony Calls to the BT System 102 BT Transit Calls via the BT System 103 BT Operator to Operator Transit Calls via the BT System 541 Operator Telephony Calls to the Operator System 545 Operator International Incoming Calls from Authorised Overseas Systems via the BT System handed over to the Operator System 546 Operator BT to BT Transit Calls (Ported) via the Operator System
________________________________________________________________________________ PAGE 4 of 4 125 ANNEX C SCHEDULE 101 BT TELEPHONY CALLS TO THE BT SYSTEM 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix unless stated otherwise, is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "ADC CALL CATEGORY" one of Local ADC, National ADC or International ADC, as appropriate; "BT DOUBLE PLUS TANDEM SEGMENT CALL" a BT Telephony Call handed over from the Operator System to the BT System, initially switched by a BT Tandem Exchange, thereafter switched by one or more other BT Tandem Exchanges, and finally switched by a BT DLE or BT ALE to a BT Network Termination Point connected directly to that BT DLE or BT ALE; "BT LOCAL EXCHANGE SEGMENT CALL" a BT Telephony Call handed over from the Operator System to the BT System, initially switched by a BT DLE with no further switching other than switching (if any) by a BT ALE parented directly on that BT DLE, to a BT Network Termination Point connected directly to that BT DLE or BT ALE; "BT SINGLE TANDEM SEGMENT CALL" a BT Telephony Call handed over from the Operator System to the BT System, initially switched by a BT Tandem Exchange, thereafter switched by a BT DLE with no further switching other than switching (if any) by a BT ALE parented directly on that BT DLE, to a BT Network Termination Point connected directly to that BT DLE or BT ALE; "INTERNATIONAL ADC" contributions towards BT's Access Deficit that apply to Calls handed over from the Operator System ("actual Calls") where, if Calls (other than Indirect Access Calls) ________________________________________________________________________________ PAGE 1 of 5 126 were conveyed in the opposite direction (whether or not by the Operator System), between the same originating and terminating points as those actual Calls ("reverse Calls"), such reverse Calls would be classified as international calls in the BT Retail Price List; "LOCAL ADC" contributions towards BT's Access Deficit that apply to Calls handed over from the Operator System ("actual Calls") where, if Calls (other than Indirect Access Calls) were conveyed in the opposite direction wholly within the BT System between the same originating and terminating points (Calls made or received on mobile terminal apparatus for this purpose being treated as originating or terminating at the relevant wireless telegraphy station carrying the Call) as those actual Calls ("reverse Calls"), such reverse Calls would be classified as local calls in the BT Retail Price List; "NATIONAL ADC" contributions towards BT's Access Deficit that apply to Calls handed over from the Operator System ("actual Calls") where, if Calls (other than Indirect Access Calls) were conveyed in the opposite direction wholly within the BT System between the same originating and terminating points (Calls made or received on mobile terminal apparatus for this purpose being treated as originating or terminating at the relevant wireless telegraphy station carrying the Call) as those actual Calls ("reverse Calls"), such reverse Calls would be classified as national calls in the BT Retail Price List; 2. DESCRIPTION OF SERVICE 2.1 Subject to the provisions of this Schedule, BT shall convey BT Telephony Calls handed over from the Operator System to the appropriate BT Network Termination Point. 2.2 BT International Incoming Calls, BT Transit Calls, BT Operator to Operator Transit Calls and Calls to Ancillary Services are not conveyed pursuant to this Schedule. ________________________________________________________________________________ PAGE 2 of 5 127 2.3 The Parties shall agree in advance all necessary technical requirements, including Call set-up and cleardown sequences, for the conveyance of Calls pursuant to this Schedule. 2.4 BT's obligation to convey BT ISDN Telephony Calls is subject to the respective Systems and all relevant Switch Connections of both Parties being suitable for the conveyance of BT ISDN Telephony Calls. 2.5 BT shall not be obliged under this Schedule to make its System suitable for the conveyance of BT ISDN Telephony Calls or to provide equipment to its Customers enabling BT ISDN Telephony Calls. 2.6 BT shall convey BT Telephony Calls during those periods of time and at the same standard and quality of service as BT conveys similar Calls. 2.7 Each Party shall correct faults which occur in its System which affect the conveyance of BT Telephony Calls in accordance with such Party's normal engineering practices. For the avoidance of doubt, neither Party warrants that its System is, or will be, free from faults. 3. ROUTING 3.1 The conveyance of BT Telephony Calls shall be in accordance with the routing principles specified in Annex A. 4. CHARGING 4.1 For the conveyance of each BT Telephony Call by BT, the Operator shall pay BT a charge calculated in accordance with the rate for such a Call specified from time to time in the Carrier Price List. 4.2 For the conveyance of each BT Telephony Call by BT, which is also a Transfer Charge Call, BT shall pay the Operator a charge calculated in accordance with the rate for such a Call specified from time to time in the Carrier Price List, and the Operator shall pay no charge to BT pursuant to paragraph 4.1. 5. CONTRIBUTIONS TO BT'S ACCESS DEFICIT 5.1 Subject to the provisions of this paragraph 5, the Operator shall pay for each Call, a contribution to BT's Access Deficit at the rate specified for the ADC Call Category specified from time to time in the Carrier Price List. For these purposes, the ADC Call Category shall be ascertained at the time when the Answer Signal is generated. 5.2 If, prior to the date of the Agreement, either Party has requested the Director General pursuant to Condition 13.5A of the BT Licence to reduce the contribution to be made by the Operator towards BT's Access Deficit, then ________________________________________________________________________________ Page 3 of 5 128 payment of the contribution referred to in such request shall be suspended until the Director General has dealt with the request. 5.3 If, following a request referred to in paragraph 5.2, the Director General determines not to reduce the contribution or determines that a partial contribution shall be payable by the Operator towards BT's Access Deficit, such contribution shall be payable accordingly with effect from the date of this Agreement. The Operator shall pay any outstanding contribution not later than one month after the date of such determination. 5.4 If, following a request referred to in paragraph 5.2, the Director General determines that no contribution shall be payable by the Operator towards BT's Access Deficit no such contribution shall be payable under paragraph 5.1. 5.5 If the Director General at any time determines pursuant to Condition 13.5A of the BT Licence that the contribution payable by the Operator towards BT's Access Deficit should be varied or a contribution becomes payable in accordance with Condition 13.5A of the BT Licence then the Agreement shall be varied accordingly. 5.6 The Operator shall have no liability to pay a contribution to BT's Access Deficit in respect of Calls which have originated on the system of another licensed operator and are conveyed over the Operator System to the BT System, provided that; 5.6.1 subject as provided in paragraph 5.6.4 below the Operator shall not agree to convey over the Operator System to the BT System Calls originated on the system of a Third Party Operator or first conveyed in the UK by the system of a Third Party Operator unless that operator shows to the Operator's reasonable satisfaction that it has entered into an agreement with BT to pay a contribution to BT's Access Deficit for all Calls originated on the system of that Third Party Operator, or first conveyed in the UK by the system of that Third Party Operator, and conveyed to their ultimate destination by means of the BT System (whether by direct connection between the system of that Third Party Operator and the BT System or by transit through any other system); 5.6.2 if the Director General (following notification from BT) notifies the Operator that a Third Party Operator, having entered into an agreement as described in paragraph 5.6.1 above, has failed to make a contribution to BT's Access Deficit as required by that agreement and that all provisions in that agreement for the resolution of disputes have been exercised and have failed, then the Operator shall as quickly as reasonably practicable cease to convey Calls originated on the system of that Third Party Operator or first conveyed in the UK by that operator's system to the BT System. The Director General shall not notify the Operator pursuant to this paragraph if, having heard representations from the Third Party Operator concerned, he is _______________________________________________________________________________ Page 4 of 5 129 satisfied that the payment demanded by BT from the Third Party Operator has not been calculated in accordance with this proviso, save that it shall be deemed to be conclusive proof that the payment has been properly calculated if BT obtains judgement in a court of competent jurisdiction for its recovery as a debt and any appeal against that judgement has been finally disposed of; 5.6.3 the Operator shall provide to BT at BT's expense such information about those Calls described in paragraph 5.6.1 as the Operator is practicably and rightfully able to provide and as BT may reasonably require to calculate the amount of contribution to the Access Deficit so payable. During such time as the Operator is unable to provide a record of the Calls described in paragraph 5.6.1, it shall provide information to BT for the purposes of this paragraph on the basis of a method of estimation determined by the Director General after consulting with such other persons as he considers appropriate; 5.6.4 the obligation of the Operator in paragraph 5.6.1 shall not apply to Calls which the Director General has determined or BT has agreed should not give rise to a contribution to BT's Access Deficit by any such Third Party Operator and this paragraph shall cease to apply if BT ceases to be entitled by virtue of Condition 13 of the BT Licence to recover from the Third Party Operator a contribution to its Access Deficit. 5.7 BT shall indemnify and keep indemnified the Operator against any liability claim, loss or damage resulting from the Operator's performance of obligation under paragraph 5.6.1 or 5.6 2 in circumstances where in case of default or negligence of BT the Operator would not have been so obliged to prevent or cease conveyance of a Call emanating from the Third Party Operator. 5.8 The Parties agree that either Party may initiate a review of paragraphs 5.6 and 5.7 pursuant to paragraph 19.1.3 of the main body of the Agreement. ________________________________________________________________________________ Page 5 of 5 130 ANNEX C SCHEDULE 102 BT TRANSIT CALLS VIA THE BT SYSTEM 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix unless stated otherwise, is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "BT DOUBLE PLUS TANDEM TRANSIT CALL" a BT Transit Call, handed over from the Operator System to the BT System, initially switched by a BT Tandem Exchange, thereafter switched by one or more other BT Tandem Exchanges, and handed over from the BT System to a Third Party Operator's system; "BT SINGLE TANDEM TRANSIT CALL" a BT Transit Call, handed over from the Operator System to the BT System, initially switched by a BT Tandem Exchange, with no further switching by the BT System, and handed over from the BT System to a Third Party Operator's system. 2. DESCRIPTION OF SERVICE 2.1 Subject to the provisions of this Schedule, BT shall convey a BT Transit Call handed over from the Operator System to the Third Party Operator's system, to the extent that a similar Call is available to BT Customers. 2.2 BT Telephony Calls, BT International Outgoing Calls and BT Operator to Operator Transit Calls are not conveyed pursuant to this Schedule. 2.3 The Parties shall agree in advance all necessary technical requirements, including Call set-up and cleardown sequences, for the conveyance of Calls pursuant to this Schedule. 2.4 BT's obligation to convey BT ISDN Transit Calls is subject to any Third Party Operator's system and the respective Systems and all relevant Switch Connections of both Parties being suitable for the conveyance of BT ISDN Transit Calls. 2.5 BT shall convey BT Transit Calls during those periods of time and at the same standard and quality of service as BT conveys similar Calls. _______________________________________________________________________________ PAGE 1 of 2 131 2.6 Each Party shall correct faults which occur in its System which affect the conveyance of BT Transit Calls in accordance with such Party's normal engineering practices. For the avoidance of doubt, neither Party warrants that its System is, or will be, free from faults. 3. ROUTING 3.1 The conveyance of BT Transit Calls shall be in accordance with the routing principles specified in Annex A. 4. CHARGING 4.1 For the conveyance of each BT Transit Call by BT, the Operator shall pay BT a charge calculated in accordance with the rate for such a Call specified from time to time in the Carrier Price List. If at the time when a BT Transit Call is conveyed by BT no rate for such a Call is specified in the Carrier Price List the Operator agrees to pay for such a Call at the rate which is subsequently specified in the Carrier Price List. 4.2 For the conveyance of each BT Transit Call by BT, which is also a Transfer Charge Call, BT shall pay the Operator a charge calculated in accordance with the rate for such a Call specified from time to time in the Carrier Price List, provided always that BT shall not be obliged to pay for such a Call, if BT has not received payment from a Third Party Operator, and the Operator shall pay no charge to BT pursuant to paragraph 4.1. ________________________________________________________________________________ PAGE 2 of 2 132 ANNEX C SCHEDULE 103 BT OPERATOR TO OPERATOR TRANSIT CALLS VIA THE BT SYSTEM 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix unless stated otherwise, is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "BT DOUBLE PLUS TANDEM OPERATOR TO OPERATOR TRANSIT CALL" a BT Operator to Operator Transit Call, handed over from the Operator System to the BT System, initially switched by a BT Tandem Exchange, thereafter switched by one or more other BT Tandem Exchanges, and handed over from the BT System to the Operator System; "BT SINGLE TANDEM OPERATOR TO OPERATOR TRANSIT CALL" a BT Operator to Operator Transit Call, handed over from the Operator System to the BT System, initially switched by a BT Tandem Exchange, with no further switching by the BT System, and handed over from the BT System to the Operator System. 2. DESCRIPTION OF SERVICE 2.1 Subject to the provisions of this Schedule, BT shall convey a BT Operator to Operator Transit Call handed over from the Operator System to the Operator System, if a rate for such a Call is specified from time to time in the Carrier Price List. 2.2 BT Telephony Calls and BT Transit Calls are not conveyed pursuant to this Schedule. 2.3 The Parties shall agree in advance all necessary technical requirements, including Call set-up and cleardown sequences, for the conveyance of Calls pursuant to this Schedule. 2.4 BT's obligation to convey BT ISDN Operator to Operator Transit Calls is subject to the respective Systems and all relevant Switch Connections of both Parties being suitable for the conveyance of BT ISDN Operator to Operator Transit Calls. ________________________________________________________________________________ PAGE 1 of 2 133 Parties being suitable for the conveyance of BT ISDN Operator to Operator Transit Calls. 2.5 BT shall convey BT Operator to Operator Transit Calls during those periods of time and at the same standard and quality of service as BT conveys similar Calls. 2.6 Each Party shall correct faults which occur in its System which affect the conveyance of BT Operator to Operator Transit Calls in accordance with such Party's normal engineering practices. For the avoidance of doubt, neither Party warrants that its System is, or will be, free from faults. 3. ROUTING 3.1 The conveyance of BT Operator to Operator Transit Calls, shall be in accordance with the routing principles specified in Annex A. 4. CHARGING 4.1 For the conveyance of each BT Operator to Operator Transit Call by BT, the Operator shall pay BT a charge calculated in accordance with the rate for such a Call specified from time to time in the Carrier Price List. ________________________________________________________________________________ PAGE 2 of 2 134 ANNEX C SCHEDULE 104 BT INTERNATIONAL OUTGOING CALLS TO AUTHORISED OVERSEAS SYSTEMS VIA THE BT SYSTEM 1. DEFINITIONS 1.1 In this schedule, a reference to a paragraph or Appendix unless stated otherwise, is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D. 2. DESCRIPTION OF SERVICE 2.1 Subject to the provisions of this Schedule, BT shall convey a BT International Outgoing Call handed over from the Operator System to an Authorised Overseas System, if a rate for such a Call is specified from time to time in the Carrier Price List. 2.2 BT Telephony Calls, BT Transit Calls, BT Operator to Operator Transit Calls and Calls to Ancillary Services are not conveyed pursuant to this Schedule. 2.3 The Parties shall agree in advance all necessary technical requirements, including Call set-up and cleardown sequences, for the conveyance of Calls pursuant to this Schedule. 2.4 BT's obligation to convey BT ISDN International Outgoing Calls is subject to the Authorised Overseas System and the respective Systems and all relevant Switch Connections of both parties being suitable for the conveyance of BT ISDN International Outgoing Calls. 2.5 BT shall convey BT International Outgoing Calls during those periods of time and at the same standard and quality of service as BT conveys similar Calls. 2.6 BT shall be under no obligation to convey BT International Outgoing Calls to destinations which are not available to BT Customers from time to time. 2.7 The Operator shall not hand over to BT and BT shall be under no obligation under this Schedule, to convey BT International Outgoing Calls to those countries listed from time to time in the BT Retail Price List as being available only through the BT Operator. 2.8 Each Party shall correct faults which occur in its System which affect the conveyance of BT International Outgoing Calls in accordance with such ________________________________________________________________________________ PAGE 1 of 2 135 Party's normal engineering practices. For the avoidances of doubt, neither Party warrants that its System is, or will be, free from faults. 2.9 The Operator shall not hand over to the BT System, a BT International Outgoing Call which is also a Transfer Charge Call, for conveyance to an Authorised Overseas System unless BT has notified the Operator in writing from time to time that BT has an agreement for the connection of Transfer Charge Calls to that Authorised Overseas System. 3. CALL ROUTING 3.1 The conveyance of BT International Outgoing Calls shall be in accordance with the routing principles specified in Annex A. 4. CHARGING 4.1 Subject to paragraph 4.3, for the conveyance of each BT International Outgoing Call by BT, the Operator shall pay BT a charge calculated in accordance with the rate for such a Call specified from time to time in the Carrier Price List. 4.2 For the conveyance of each BT International Outgoing call by BT, which is also a Transfer Charge Call, BT shall pay the Operator a charge calculated in accordance with the rate for such a Call specified from time to time in the Carrier Price List, provided always that BT shall not be obliged to pay for Transfer Charge Calls where BT has not received payment for such Call from the Authorised Overseas System, and the Operator shall pay no charge to BT pursuant to paragraph 4.1. 4.3 If the Operator, pursuant to the Operator Licence, commences conveying Calls directly to a particular international destination, the Operator shall notify BT in writing. When the Operator commences conveying calls directly to a particular international destination, the Operator shall pay BT for the conveyance of BT International Outgoing Calls to such destination charges calculated in accordance with the rates for such Calls specified from time to time in the BT Retail Price List. ________________________________________________________________________________ PAGE 2 of 2 136 ANNEX C SCHEDULE 110 FREEFONE(TM) 0800 CALLS 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix unless stated otherwise, is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "BT 0800 SERVICE PROVIDER" a person who has contracted with BT for the delivery of Calls using telephone numbers commencing with the digits 0800. The expression shall also include BT in respect of such telephone numbers if BT has published those numbers as being available to call BT itself in respect of certain BT services; "FREEFONE 0800 CALL" a Call made by a Calling Party dialling 0800 followed by a BT 0800 Service Provider's six digit number (which sets up the Call to the BT 0800 Service Provider) and which if made by a BT Customer on the BT System would be free of charge and paid for by the BT 0800 Service Provider; "FREEFONE 0800 CHARGECARD CALL" a Freefone 0800 Call made by a Calling Party dialling 0800 144 144 to access the BT CHARGECARD(TM) service. 2. DESCRIPTION OF SERVICE 2.1 Subject to the provisions of this Schedule, BT shall convey Freefone 0800 Calls handed over from the Operator System to the appropriate terminal apparatus nominated by the BT 0800 Service Provider or by BT if the terminal apparatus is connected to the BT System, or to the Operator System or a Third Party Operator's system if the terminal apparatus is connected to that System or system. 2.2 Freefone 0800 Calls shall be included in the Traffic Forecast in accordance with Annex A. ________________________________________________________________________________ PAGE 1 of 3 137 2.3 The Parties shall agree in advance all necessary technical requirements, including Call set-up and cleardown sequences, for the conveyance of Calls pursuant to this Schedule. 2.4 If the Operator charges its Customers for the conveyance of Freefone 0800 Calls the Operator shall prefix all Freefone 0800 Calls with a message to inform its Customers that such Calls are not free from the Operator System. 2.5 The Operator shall ensure that its promotional material will not undermine the public perception that Freefone 0800 Calls are free to BT Customers. 2.6 BT shall convey Freefone 0800 Calls handed over from the Operator System during those periods of time and at the same standard and quality of service as BT conveys similar Calls. 2.7 Each Party shall correct faults which occur in its System which affect the conveyance of Freefone 0800 Calls in accordance with such Party's normal engineering practices. For the avoidance of doubt, neither Party warrants that its System is, or will be, free from faults. 2.8 If there are abnormally high volumes of Freefone 0800 Calls that the BT System cannot convey, the Operator may apply network management controls in the Operator System or BT may apply network management controls in the BT System. 2.9 If Operator Customers by means of a Freefone 0800 Call order a Call via INMARSAT or order a BT Telemessage and BT provides such a Call or service, then the Operator shall pay to BT the appropriate charges specified from time to time in the BT Retail Price List. 2.10 The Operator shall only hand over a Freefone 0800 CHARGECARD(TM) Call to the BT System if such a Call originates using an exchange line. 2.11 The Operator shall generate and convey full CLI as requested by the BT System for each Freefone 0800 CHARGECARD(TM) Call handed over to the BT System. For the avoidance of doubt, a Freefone 0800 CHARGECARD(TM) Call handed over from the Operator System to the BT System which is not supported by full CLI, shall not receive an Answer Signal from the BT System, and no payment shall be due to the Operator for such a Call. 3. ROUTING 3.1 The conveyance of Freefone 0800 Calls shall be in accordance with the routing principles specified in Annex A. 3.2 Freefone 0800 Calls handed over to BT by the Operator shall be handed over at a BT Switch Connection located at a BT DMSU which is as near ________________________________________________________________________________ PAGE 2 of 3 138 as reasonably practicable to the geographical location from which the Call was initially made or as otherwise may be agreed in writing by the Parties. 4. CHARGING 4.1 For the conveyance of each Freefone 0800 Call by the Operator, BT shall pay the Operator a charge calculated in accordance with the rate for such a Call specified from time to time in the Carrier Price List. ________________________________________________________________________________ PAGE 3 of 3 139 ANNEX C SCHEDULE 111 LO-CALL(TM) 0345 CALLS 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix unless stated otherwise, is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "BT 0345 SERVICE PROVIDER" a person who has contracted with BT for the delivery of Calls using telephone numbers commencing with the digits 0345. The expression shall also include BT in respect of such telephone numbers if BT has published those numbers as being available to call BT itself in respect of certain BT services; "LO-CALL 0345 CALL" a Call made by a Calling Party dialling 0345 followed by a BT 0345 Service Provider's six digit number (which sets up a Call to the BT 0345 Service Provider) and which if made by a BT Customer on the BT System would be charged at BT's local call charge as specified from time to time in the BT Retail Price List and an additional charge is paid to BT by the BT 0345 Service Provider. 2. DESCRIPTION OF SERVICE 2.1 Subject to the provisions of this Schedule, BT shall convey Lo-Call 0345 Calls handed over from the Operator System to the appropriate terminal apparatus nominated by the BT 0345 Service Provider or by BT if the terminal apparatus is connected to the BT System, or to the Operator System or a Third Party Operator's system if the terminal apparatus is connected to that System or system. 2.2 Lo-Call 0345 Calls shall be included in the Traffic Forecast in accordance with Annex A. 2.3 The Parties shall agree in advance all necessary technical requirements, including Call set-up and clear down sequences, for the conveyance of Calls pursuant to this Schedule. ________________________________________________________________________________ PAGE 1 of 2 140 2.4 The Operator shall ensure that its promotional material will not undermine the public perception that Lo-Call 0345 Calls are charged to BT Customers at BT's local call rates. 2.5 BT shall convey Lo-Call 0345 Calls handed over from the Operator System during those periods of time and at the same standard and quality of service as BT conveys similar Calls. 2.6 Each Party shall correct faults which occur in its System which affect the conveyance of Lo-Call 0345 Calls in accordance with such Party's normal engineering practices. For the avoidance of doubt, neither Party warrants that its System is, or will be, free from faults. 2.7 If there are abnormally high volumes of Lo-Call 0345 Calls that the BT System cannot convey, the Operator may apply network management controls in the Operator System or BT may apply network management controls in the BT System. 3. ROUTING 3.1 The conveyance of Lo-Call 0345 Calls shall be in accordance with the routing principles specified in Annex A. 3.2 Lo-Call 0345 Calls handed over to BT by the Operator shall be handed over at a BT Switch Connection located at a BT DMSU which is as near as reasonably practicable to the geographical location from which the Call was initially made or as otherwise may be agreed in writing by the Parties. 4. CHARGING 4.1 For the conveyance of each Lo-Call 0345 Call by BT, the Operator shall pay BT a charge calculated in accordance with the rate for such a Call specified from time to time in the Carrier Price List. ________________________________________________________________________________ Page 2 of 2 141 ANNEX C SCHEDULE 112 BT PREMIUM RATE SERVICE CALLS 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix unless stated otherwise, is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "CALLING CENTRE" any location, whether or not authorised, where Calls may be made; "ICSTIS" the Independent Committee for the Supervision of Standards of Telephone Information Services. 2. DESCRIPTION OF SERVICE 2.1 BT shall take all reasonable steps to ensure that a person applying to be a BT PRS Service Provider is adequately vetted prior to being accepted to minimise the risk of PRS Fraud and to ensure compliance with any requirements of ICSTIS. 2.2 BT shall take all reasonable steps to ensure that a person applying to be a BT PRS Service Provider will offer a PRS in good faith. 2.3 The Parties shall take reasonable endeavours to agree adequate safeguards to prevent and detect PRS Fraud and shall record such agreement in a separate document known as the "PRS Fraud Management Manual". If a Party reasonably considers that such safeguards are not adequate then either Party may apply for a review of this Schedule pursuant to paragraph 19.1.3 of the main body of this Agreement. 2.4 Subject to the provisions of this Schedule, BT shall convey BT PRS Calls handed over from the Operator System to the appropriate terminal apparatus nominated by the BT PRS Service Provider or by BT if the terminal apparatus is connected to the BT System, or to the Operator System or a Third Party Operator's system if the terminal apparatus is connected to that System or system. 2.5 BT shall have no obligation to convey BT PRS Calls handed over from the Operator System intended for a BT PRS Service Provider if BT has suspended service to that BT PRS Service Provider or terminated his contract. ________________________________________________________________________________ PAGE 1 of 7 142 2.6 BT PRS Calls shall be included in the Traffic Forecast in accordance with Annex A. 2.7 The Parties shall agree all in advance all necessary technical requirements, including Call set-up and clear down sequences, for the conveyance of Calls pursuant to this Schedule. 2.8 BT shall convey BT PRS Calls handed over from the Operator System during those periods of time and at the same standard and quality of service as BT conveys similar Calls. 2.9 Each Party shall correct faults which occur in its System which affect the conveyance of BT PRS Calls in accordance with such Party's normal engineering practices. For the avoidance of doubt, neither Party warrants that its System is, or will be, free from faults. 2.10 If there are abnormally high volumes of BT PRS Calls that the BT System cannot convey, the Operator may apply network management controls in the Operator System or BT may apply network management controls in the BT System. 2.11 Each Party shall comply with the requirements specified from time to time in Appendices 112.1 and 112.2. 3. ROUTING 3.1 The conveyance of BT PRS Calls shall be in accordance with the routing principles specified in Annex A. 3.2 BT PRS Calls handed over to BT by the Operator shall be handed over at a BT Switch Connection located at a BT DMSU which is as near as reasonably practicable to the geographical location from which the Call was initially made or as otherwise may be agreed in writing by the Parties. 4. CHARGING 4.1 Subject to the provisions of this Schedule, for the conveyance of each BT PRS Call by BT, the Operator shall pay BT a charge calculated in accordance with the rate for such a Call specified from time to time in the Carrier Price List. 5. COMMENCEMENT 5.1 BT shall convey BT PRS Calls handed over from the Operator System commencing on a date to be agreed in writing by the Parties. ________________________________________________________________________________ PAGE 2 of 7 143 APPENDIX 112.1 PRS FRAUD PREVENTION, DETECTION AND ADJUSTMENT 1. NETWORK DEVELOPMENT 1.1 If BT undertakes technical development in relation to BT PRS Calls, BT shall reasonably enhance the facilities for the prevention and detection of PRS Fraud. 2. OPERATIONAL LIAISON 2.1 The Parties shall by monitoring BT PRS Calls take all reasonable steps to prevent and detect PRS Fraud using, without limitation, the criteria specified in Appendix 112.2. 3. BT DETECTION AND NOTIFICATION 3.1 If BT suspects PRS Fraud taking into account the criteria specified in Appendix 112.2 it shall immediately pass to the Operator, for each Calling Centre identified, the following information: 3.1.1 the identity of the Calling Centre; 3.1.2 the estimated total duration of the relevant BT PRS Calls; 3.1.3 the dates when the relevant BT PRS Calls were made; 3.1.4 the telephone number or numbers of the relevant BT PRS Service Provider; 3.1.5 the identity of the relevant BT PRS Service Provider; 3.1.6 such other information as BT considers relevant; 3.1.7 such other information reasonably requested by the Operator. 4. OPERATOR DETECTION AND NOTIFICATION 4.1 If the Operator suspects PRS Fraud taking into account the criteria specified in Appendix 112.2 it shall immediately pass to BT, for each Calling Centre identified, the following information: 4.1.1 the identity of the Calling Centre; 4.1.2 the estimated total duration of the relevant BT PRS Calls; ________________________________________________________________________________ PAGE 3 of 7 144 4.1.3 the dates when the relevant BT PRS Calls were made; 4.1.4 the telephone number or numbers of the relevant BT PRS Service Provider; 4.1.5 the identity of the relevant Operator Customer; 4.1.6 such other information as the Operator considers relevant; 4.1.7 such other information reasonably requested by BT. 5. RESTRICTION ON USE OF INFORMATION 5.1 Any information passed between the Parties in accordance with paragraphs 3 and 4 shall only be used for the following purposes: 5.1.1 to monitor, prevent or detect PRS Fraud; 5.1.2 to assist the investigation of PRS Fraud and to undertake criminal prosecutions if PRS Fraud is established; 5.1.3 to undertake civil proceedings to effect recovery of losses resulting from PRS Fraud. 6. NOMINATED PARTIES 6.1 Any information required to be passed between the Parties in accordance with paragraphs 3 and 4 shall be collated by the nominated representative of one Party and sent to the nominated representative of the other Party in accordance with the PRS Fraud Management Manual. 7. FINANCIAL ADJUSTMENT 7.1 If a Party has passed information to the other Party in accordance with paragraphs 3 and 4, then for information so passed which relates to the current Billing Period and subject to the information having been passed to BT within 2 weeks of the end of that Billing Period then the Operator may withhold payment for the identified BT PRS Calls; 7.1.1 for a period of not more than 6 months commencing with the date of the first bill following the end of the then current Billing Period; or 7.1.2 until the Operator receives payment from the Operator Customer whichever duration is less. 7.2 The Operator shall take all reasonable steps to recover any outstanding charges for BT PRS Calls. ________________________________________________________________________________ PAGE 4 of 7 145 7.3 If after the period of 6 months specified in paragraph 7.1.1 the Operator has not received payment from the Operator Customer, BT may: 7.3.1 unconditionally release the Operator from the obligation to pay; or 7.3.2 continue suspension of the Operator's obligation to pay; or 7.3.3 require the Operator to assign (at no cost) to BT the indebtedness of the Operator Customer in consideration of BT releasing the Operator from its obligation to pay such outstanding charges for such Operator Customer. 7.4 In the event of any dispute relating to the operation of this paragraph 7 either Party may serve a notice on the other requiring any matters in dispute to be referred to arbitration in London by a single arbitrator appointed by agreement between the Parties or in default of agreement upon the application of either Party by the President for the time being of the Law Society of England in accordance with and subject to the Arbitration Acts 1950 - 1979. ________________________________________________________________________________ PAGE 5 of 7 146 APPENDIX 112.2 The following are indicators of PRS Fraud in relation to any BT PRS Service Provider and Calling Party: BT PRS SERVICE PROVIDER 1. For each of the first 3 months after commencement of service the number of BT PRS Calls delivered to any new BT PRS Service Provider exceed by 25% (or such other percentage as the Parties may agree in writing) or more the average number of BT PRS Calls to similar Premium Rate Services ascertained after the first month and monthly thereafter. 2. After the first 3 months the number of BT PRS Calls delivered to any BT PRS Service Provider increases at a rate of 25% or more from one month to the next. 3. A high proportion of BT PRS Calls delivered to any BT PRS Service Provider originate at a small number of Calling Centres whether or not limited in geographical location. 4. The average duration of BT PRS Calls delivered to any BT PRS Service Provider differs significantly from that of BT PRS Calls to similar Premium Rate Services or there are repeated Calls of similar duration. 5. BT PRS Calls delivered to any BT PRS Service Provider appear to originate without promotion of the Premium Rate Service. 6. A significant proportion of BT PRS Calls delivered to any BT PRS Service Provider originate at payphones or use payment systems other than a standard telephone bill CALLING PARTIES 1. A small number of Calling Centres generate a high proportion of BT PRS Calls for delivery to any BT PRS Service Provider. 2. A small number of Calling Centres generate a high volume of BT PRS Calls for delivery to any BT PRS Service Provider. 3. A high proportion of BT PRS Calls delivered to any BT PRS Service Provider are generated at a small number of Calling Centres whether or not limited in geographical location. 4. The average duration of BT PRS Calls delivered to any BT PRS Service Provider differs significantly from that of BT PRS Calls to similar Premium Rate Services or there are repeated Calls of similar duration. _______________________________________________________________________________ PAGE 6 of 7 147 5. BT PRS Calls delivered to any BT PRS Service Provider appear to originate without promotion of the Premium Rate Service. 6. A significant proportion of BT PRS Calls delivered to any BT PRS Service Provider originate at payphones or use payment systems other than a standard telephone bill. ________________________________________________________________________________ PAGE 7 of 7 148 ANNEX C SCHEDULE 116 NATIONAL CALL 0990 CALLS 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix unless stated otherwise, is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "BT 0990 SERVICE PROVIDER" a person who has contracted with BT for the delivery of Calls using telephone numbers commencing with the digits 0990. The expression shall also include BT in respect of such telephone numbers where BT has published those numbers as being available to call BT itself in respect of certain BT services. "0990 CALL" a Call made by a Calling Party dialling 0990 followed by a BT 0990 Service Provider's six digit number (which sets up the Call to the BT 0990 Service Provider) and which if such a Call were made by a BT Customer on the BT System would be charged at BT's 'b' Rate as specified from time to time in the BT Retail Price List and an additional charge is paid by the BT 0990 Service Provider; 2. DESCRIPTION OF SERVICE 2.1 Subject to the provisions of this Schedule, BT shall convey 0990 Calls received from the Operator System to the appropriate terminal apparatus nominated by the BT 0990 Service Provider or by BT where the terminal apparatus is connected to the BT System, or to the Operator System or a Third Party Operator's system where the terminal equipment is connected to that System or system. 2.2 0990 Calls shall be included in the Traffic Forecast in accordance with Annex A. 2.3 The Parties shall agree in advance all necessary technical requirements, including Call set-up and cleardown sequences, for the conveyance of Calls pursuant to this Schedule. ________________________________________________________________________________ PAGE 1 of 2 149 2.4 BT shall convey 0990 Calls handed over from the Operator System during those periods of time and at the same standard and quality of service as BT conveys similar Calls. 2.5 Each Party shall correct faults which occur in its System which affect the conveyance of 0990 Calls in accordance with such Party's normal engineering practices. For the avoidance of doubt, neither Party warrants that its System is, or will be, free from faults. 2.6 If there are abnormally high volumes of 0990 Calls that the BT System cannot convey, the Operator may apply network management controls in the Operator System or BT may apply network management controls in the BT System. 3. ROUTING 3.1 The conveyance of 0990 Calls shall be in accordance with the routing principles specified in Annex A. 3.2 0990 Calls handed over to BT by the Operator shall be handed over at a BT Switch Connection located at a BT DMSU which is as near as reasonably practicable to the geographical location from which the Call was initially made or as otherwise may be agreed in writing by the Parties. 4. CHARGING 4.1 For the conveyance of each 0990 Call by BT, the Operator shall pay BT a charge calculated in accordance with the rate for such a Call specified from time to time in the Carrier Price List. ________________________________________________________________________________ PAGE 2 of 2 150 ANNEX C SCHEDULE 117 PHONE BASE CALLS 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix unless stated otherwise, is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "BT PHONE BASE SERVICE" a service comprising access to a computer database containing the entries from time to time available for the alphabetical section of BT Phone Books; "PHONE BASE CALLS" Calls to the telephone number 0910 210910 to access the BT Phone Base Service. 2. DESCRIPTION OF PRODUCT 2.1 Subject to the provisions of this Schedule, BT shall convey Phone Base Calls handed over from the Operator System to the BT Phone Base Service. 2.2 Phone Base Calls shall be included in the Traffic Forecast in accordance with Annex A. 2.3 The Parties shall agree in advance all necessary technical requirements, including Call set-up and cleardown sequences, for the conveyance of Calls pursuant to this Schedule. 2.4 BT shall convey Phone Base Calls handed over from the Operator System during those periods of time and at the same standard and quality of service as BT conveys similar Calls. 2.5 Each Party shall correct faults which occur in its System which affect the conveyance of Phone Base Calls in accordance with such Party's normal engineering practices. For the avoidance of doubt, neither Party warrants that its System is, or will be, free from faults. 2.6 If there are abnormally high volumes of Phone Base Calls that the BT System cannot convey, the Operator may apply network management controls in the Operator System or BT may apply network management controls in the BT System. ________________________________________________________________________________ PAGE 1 of 2 151 2.7 Access to the BT Phone Base Service will only be available to those Operator Customers who have contracted with BT for the provision of the BT Phone Base Service and to whom appropriate security codes have been issued to enable use of the BT Phone Base Service. 3. ROUTING 3.1 The conveyance of Phone Base Calls shall be in accordance with the routing principles specified in Annex A. 3.2 Phone Base Calls handed over to BT by the Operator shall be handed over at a BT Switch Connection located at a BT DMSU. 4. DURATION 4.1 Conveyance of Phone Base Calls pursuant to this Schedule shall cease if BT has given not less than 6 months' written notice to the Operator of its intention to cease to convey such Calls, and BT ceases to convey Phone Base Calls from BT Customers. 5. CHARGING 5.1 For the conveyance of each Phone Base Call by BT, the Operator shall pay a charge calculated in accordance with the rate for such a Call specified from time to time in the Carrier Price List. ________________________________________________________________________________ PAGE 2 of 2 152 ANNEX C SCHEDULE 118 BT TIMELINE(TM) SERVICE 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix unless stated otherwise, is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "BT TIMELINE CALLS" Calls to the BT Timeline Service accessed by means of the digits 123 for BT Customers; "BT TIMELINE SERVICE" BT's speaking clock service which is available to BT Customers. 2. DESCRIPTION OF SERVICE 2.1 Subject to the provisions of this Schedule, BT shall convey BT Timeline Calls received from the Operator System to the BT Timeline Service. 2.2 BT Timeline Calls shall be included in the Traffic Forecast in accordance with Annex A. 2.3 The Parties shall agree in advance all necessary technical requirements, including Call set-up and cleardown sequences, for the conveyance of Calls pursuant to this Schedule. 2.4 BT shall convey BT Timeline Calls handed over from the Operator System during those periods of time and at the same standard and quality of service as BT conveys similar Calls. 2.5 Each Party shall correct faults which occur in its System which affect the conveyance of BT Timeline Calls in accordance with such Party's normal engineering practices. For the avoidance of doubt, neither Party warrants that its System is, or will be, free from faults. 2.6 If there are abnormally high volumes of BT Timeline Calls that the BT System cannot convey, the Operator may apply network management controls in the Operator System or BT may apply network management controls in the BT System. _______________________________________________________________________________ PAGE 1 of 2 153 3. ROUTING 3.1 The conveyance of BT Timeline Calls shall be in accordance with the routing principles specified in Annex A. 3.2 BT Timeline Calls handed over to BT by the Operator shall be handed over at a BT Switch Connection located at a BT DMSU. 3.3 If the Operator conveys BT Timeline Calls from the Operator System to the BT System it shall only hand over the Call using the digits 123. 4. DURATION 4.1 Conveyance of BT Timeline Calls pursuant to this Schedule shall cease if BT has given not less than 6 months written notice to the Operator of its intention to cease to convey such Calls, and BT ceases to convey BT Timeline Calls from BT Customers. 5. CHARGING 5.1 For the conveyance of each BT Timeline Call by BT, the Operator shall pay BT a charge calculated in accordance with the rate for such a Call specified from time to time in the Carrier Price List. ________________________________________________________________________________ PAGE 2 of 2 154 ANNEX C SCHEDULE 120 NATIONAL OPERATOR ASSISTANCE SERVICE 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix, unless stated otherwise, is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D except as shown: "ADC CALL CATEGORY" one of Local ADC or National ADC, as appropriate; "BT FREEFONE(TM) NAME SERVICE PROVIDER" a person who has contracted with BT for the delivery of Calls using a BT Operator by quoting Freefone(TM) Name. The expression shall also include BT in respect of Freefone(TM) Names if BT has published those as being available to call BT itself in respect of certain BT services; "FREEFONE(TM) NAME" a name beginning with the word "Freefone(TM)" and which has been allocated by BT to a BT Freefone(TM) Name Service Provider which is used to set up a Call to the BT Freefone(TM) Name Service Provider which if made by a BT Customer on the BT System would be free of charge and paid for by the BT Freefone(TM) Name Service Provider; "LOCAL ADC" the contributions towards BT's Access Deficit that apply to Calls received from the Operator System ("actual Calls") where, if Calls (other than Indirect Access Calls) were conveyed in the opposite direction between the same originating and terminating points as those actual Calls ("reverse Calls"), such reverse Calls would be classified as local calls in the BT Retail Price List; ________________________________________________________________________________ PAGE 1 of 8 155 "NATIONAL ADC" the contributions towards BT's Access Deficit that apply to Calls received from the Operator System ("actual Calls") where, if Calls (other than Indirect Access Calls) were conveyed in the opposite direction between the same originating and terminating points as those actual Calls ("reverse Calls"), such reverse Calls would be classified as national calls in the BT Retail Price List; "NOA SERVICE" the Operator Assistance Service relating to Calls originating and terminating within the British Isles as specifically described in paragraph 2 of this Schedule. 2. DESCRIPTION OF SERVICE 2.1 This Schedule gives details of the provision by BT to the Operator of access to the NOA Service from the Operator System. 2.1.1 NOA Service shall only be available to be accessed by Calling Parties having a telephone number conforming to the UK national numbering scheme. 2.1.2 Except where expressly stated otherwise all Calls to the NOA Service shall attract the charge for the NOA Service specified from time to time in the BT Carrier Price List. 2.1.3 Where the Operator permits Calling Parties to access the NOA Service from payphones connected to or forming part of the Operator System, BT shall only be obliged to provide the services set out in paragraphs 2.3.2 and 2.3.4. 2.2 Subject to paragraph 2.3, Calling Parties will be able to access the NOA Service in order to obtain assistance in completing Calls to persons in the British Isles who can be reached via the BT System. 2.3 The NOA Service shall comprise the following: 2.3.1 ASSISTANCE CALLS A Calling Party may request the BT Operator to connect the following types of Call: (a) A BT Basic Telephony Call; (b) A BT Basic Transit Call; ________________________________________________________________________________ PAGE 2 of 8 156 (c) An Operator Basic Telephony Call; (d) A BT Basic Operator to Operator Transit Call; (e) An Operator Basic Transit Call; (f) A Number Translation Services Call; (g) A BT Basic International Outgoing Call to the Republic of Ireland; except that BT PRS Calls, Operator PRS Calls and Calls to PRS services run by Third Party Operators shall not be connected. A Calling Party may request the BT Operator to provide assistance in connection of such a Call referred to above where a previous attempt failed (as, for instance, where there has been a continuous engaged tone, number unobtainable tone, continuous ringing tone and no reply, no tone or wrong number), or re-connection of such a Call in the event of prior unwarranted disconnection by one or more of the Telecommunication Systems involved in the connection chain. The assistance provided under this paragraph 2.3.1 shall only be in respect of Calls for which BT provides the same assistance service for its Customers. BT shall offer refunds of Call charges to the Operator in respect of its Customers in circumstances where BT would offer refunds to BT Customers. 2.3.2 TRANSFER CHARGE CALLS A Calling Party may request the BT Operator to attempt to set up a Transfer Charge Call to a person having a telephone number conforming to the UK national numbering scheme. The charge for the NOA Service specified from time to time in the Carrier Price List will not be payable for successful Transfer Charge Calls. The NOA Service shall not connect Transfer Charge Calls to the following: (a) answering machines (unless permitted by the initial message pre-recorded by the person responsible for the called number); (b) payphones; (c) the Republic of Ireland; (d) Number Translation Services Calls; (e) persons using certain Land Mobile Radio Services; ________________________________________________________________________________ PAGE 3 of 8 157 (f) numbers on paging systems; 2.3.3 ALARM CALLS A request can be made to the BT Operator for an alarm call to be made at a specified time. The alarm call will be attempted at or near the required time, but in any event no more than five minutes earlier or later than the time specified. However, alarm calls can only be booked on ordinary fixed exchange lines within the British Isles (excepting the Republic of Ireland) and can only be charged to the Calling Party's number. Alarm calls will be charged to the Operator at the price specified from time to time in the Carrier Price List, when booked. Refunds of the charge shall be given to the Operator if an alarm call is cancelled, subject to the cancellation being made prior to midnight on the day preceding the day for which the alarm call has been booked. 2.3.4 BT FREEFONE(TM) NAME SERVICE A request can be made to the BT Operator to connect a Call using the BT Freefone(TM) Name Service. The BT Operator will connect the Call or if the telephone number is engaged or unavailable, inform the Calling Party. The charge for the NOA Service specified from time to time in the Carrier Price List will not be payable for Calls to NOA Service where the NOA Service is only used to access the BT FreefoneTM Name Service. The Operator shall ensure that any promotional material issued by it will not undermine the public perception that the conveyance of Calls to the BT FreefoneTM Name Service is free to BT Customers. 2.4 If BT makes a material change to the NOA Service that BT provides to its own Customers, it shall give the Operator 6 months' notice of such change. The notice of such change shall be a review notice in accordance with paragraph 19.1.3 of the main body of this Agreement. 3. BT'S OBLIGATIONS 3.1 BT shall provide the NOA Service to the Operator at all times. In other aspects it shall provide the same standard and quality of service as BT provides such service to the generality of BT Customers calling the NOA Service from that locality. 3.2 Subject to the provisions of this Schedule, BT shall convey Calls for the NOA Service by means of the BT System to an OCHC. BT shall be under no ________________________________________________________________________________ PAGE 4 of 8 158 obligation to convey any Call to the NOA Service which is a type of Call that BT does not convey to such service for its Customers. 3.3 BT shall use its reasonable endeavours to ensure that 90 per cent of all Calls (except those for which there were no queue places available in the automatic call distribution system) to the NOA Service (averaged over a 24 hour period) will be answered within 15 seconds, 7 days per week (with the exception of Christmas Day when the target percentage shall be 70 per cent). The balance of all such Calls shall be answered by the BT Operator as soon as reasonably possible after the 15 second period. 3.4 On written request from the Operator, BT shall provide statistics of the percentage of Calls actually answered within the time periods specified in paragraph 3.3 for the OCHC which normally deals with Calls to the NOA Service for the relevant BT Switch Connection. 3.5 BT shall, correct faults which occur in the BT System which affect the provision of the NOA Service, in accordance with BT's normal engineering practices. For the avoidance of doubt, BT does not warrant that the BT System is or will be free from faults. 3.6 Procedures for the provision by BT to the Operator of details of Calls to the NOA Service and refunds handled by BT Operators are set out in Annex B and the procedures for operational matters and Customer complaints are set out in the Operator Services Manual. 3.7 BT shall provide training to BT Operators for the purpose of providing services under this Schedule. 4. THE OPERATOR'S OBLIGATIONS 4.1 Where the Operator conveys Calls to access the NOA Service it shall deliver the Calls to a BT Switch Connection at a BT DMSU in accordance with Annex A. 4.2 If Operator Customers, by means of a Call passed to BT to order a BT Telemessage, and BT provides such a service the Operator shall pay to BT the appropriate charge specified from time to time in the BT Retail Price List. 4.3 The Operator shall, where faults occur in the Operator System which affect the provision of the NOA Service, correct them in accordance with the Operator's normal engineering practices. For the avoidance of doubt, the Operator does not warrant that the Operator System is or will be free from faults. 4.4 Where the Operator permits access to the NOA Service from payphones connected to or forming part of the Operator System, the Operator shall ensure the payphone sends a tone, of a form to be agreed between the ________________________________________________________________________________ PAGE 5 of 8 159 Parties, to indicate to the BT Operator that the Calling Party is using a payphone. 4.5 Where the Operator wishes BT to inform Calling Parties, in response to enquiries, of the condition of Operator Customer's telephone lines (e.g. out of order, terminated etc.) it shall provide BT with a telephone number for use by the BT Operator for making such enquiries. This telephone number will be used solely by the BT Operator and shall not be disclosed. 5. COMMENCEMENT & TERMINATION 5.1 BT shall provide the NOA Service to the Operator as detailed in this Schedule on the later of the following: 5.1.1 a date 3 months after the date this Schedule was incorporated into the Agreement; or 5.1.2 the first Ready for Service Date; or 5.1.3 such other date as the Parties may agree in writing. 5.2 The Operator may terminate its access to the NOA Service under this Schedule by giving 3 months' written notice to BT. 6. CHARGING 6.1 For the services provided by the BT Operator except for those specifically stated to be free of such charges, the Operator shall pay BT for each Call the charge for the NOA Service as specified from time to time in the Carrier Price List. In addition, the following are payable: 6.1.1 For the onward connection of Calls stated in paragraph 2.3.1 the Operator or BT, as appropriate shall pay, for each successful Call, the charges in accordance with the charge as specified from time to time in the Carrier Price List for the appropriate Call. 6.1.2 For the provision of Transfer Charge Calls by the NOA Service, and for the BT Freefone(TM) Name Service, BT shall pay the Operator for each successful Call, the appropriate charge specified from time to time in the Carrier Price List. 7. CONTRIBUTIONS TO BT'S ACCESS DEFICIT 7.1 Where BT provides assistance pursuant to paragraph 2.3.1 which includes onward connection of a BT Basic Telephony Call and subject to the provisions of this paragraph 7, the Operator shall pay a contribution to _______________________________________________________________________________ PAGE 6 of 8 160 BT's Access Deficit at the rate specified from time to time for the ADC Call Category, in the Carrier Price List. For these purposes, the ADC Call Category shall be ascertained at the time when the Answer Signal is generated. 7.2 If, prior to the date of the Agreement, either Party has requested the Director General pursuant to Condition 13.5A of the BT Licence to reduce the contribution to be made by the Operator towards BT's Access Deficit, then payment of the contribution referred to in such request shall be suspended until the Director General has dealt with the request. 7.3 If, following a request referred to in paragraph 7.2, the Director General determines not to reduce the contribution or determines that a partial contribution shall be payable by the Operator towards BT's Access Deficit, such contribution shall be payable accordingly with effect from the date that the services set out in this Schedule commenced. The Operator shall pay any outstanding contribution not later than one month after the date of such determination. 7.4 If, following a request referred to in paragraph 7.2, the Director General determines that no contribution shall be payable by the Operator towards BT's Access Deficit no such contribution shall be payable under paragraph 7.1. 7.5 If the Director General at any time determines pursuant to Condition 13.5A of the BT Licence that the contribution payable by the Operator towards BT's Access Deficit should be varied or a contribution becomes payable in accordance with Condition 13.5A of the BT Licence then the Agreement shall be varied accordingly. 7.6 The Operator shall have no liability to pay a contribution to BT's Access Deficit in respect of Calls which have originated on the system of a Third Party Operator and are conveyed over the Operator System to the BT System, provided that: 7.6.1 subject as provided in paragraph 7.6.4 below the Operator shall not agree to convey over the Operator System to the BT System Calls originated on the system of a Third Party Operator or first conveyed in the UK by the system of a Third Party Operator unless that operator shows to the Operator's reasonable satisfaction that it has entered into an agreement with BT to pay a contribution to BT's Access Deficit for all Calls originated on the system of that Third Party Operator, or first conveyed in the UK by the system of that Third Party Operator, and conveyed to their ultimate destination by means of the BT System (whether by direct connection between the system of that Third Party Operator and the BT system or by transit through any other system); 7.6.2 if the Director General (following notification from BT) notifies the Operator that a Third Party Operator, having entered into an ________________________________________________________________________________ PAGE 7 of 8 161 agreement as described in paragraph 7.6.1, has failed to make a contribution to BT's Access Deficit as required by that agreement and that all provisions in that agreement for the resolution of disputes have been exercised and have failed, then the Operator shall as quickly as reasonably practicable cease to convey Calls originated on the system of that Third Party Operator or first conveyed in the UK by that operator's system to the BT System. The Director General shall not notify the Operator pursuant to this paragraph if, having heard representations from the Third Party Operator concerned, he is satisfied that the payment demanded by BT from the Third Party Operator has not been calculated in accordance with this proviso, save that it shall be deemed to be conclusive proof that the payment has been properly calculated if BT obtains judgement in a court of competent jurisdiction for its recovery as a debt and any appeal against that judgement has been finally disposed of; 7.6.3 the Operator shall provide BT at BT's expense such information about those Calls described in paragraph 7.6.1 as the Operator is practicably and rightfully able to provide and as BT may reasonably require to calculate the amount of contribution to the Access Deficit so payable. During such time as the Operator is unable to provide a record of the Calls described in paragraph 7.6.1, it shall provide information to BT for the purposes of this paragraph on the basis of a method of estimation determined by the Director General after consulting with such other persons as he considers appropriate; 7.6.4 the obligation of the Operator in paragraph 7.6.1 shall not apply to Calls which the Director General has determined or BT has agreed should not give rise to a contribution to BT's Access Deficit by any such Third Party Operator and this paragraph shall cease to apply if BT ceases to be entitled by virtue of Condition 13 of the BT Licence to recover from the Third Party Operator a contribution to its Access Deficit. 7.7 BT shall indemnify and keep indemnified the Operator against any liability claim, loss or damage resulting from the Operator's performance of obligation under paragraph 7.6.1 or 7.6.2 in circumstances where in case of default or negligence of BT the Operator would not have been so obliged to prevent or cease conveyance of a Call emanating from the Third Party Operator. 7.8 The Parties agree that either Party may initiate a review of paragraphs 7.6 and 7.7 pursuant to paragraph 19.1.3 of the main body of the Agreement. ________________________________________________________________________________ PAGE 8 of 8 162 ANNEX C SCHEDULE 121 DIRECTORY ENQUIRY SERVICE 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix, unless stated otherwise is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "BLIND OR DISABLED PERSON" a person fulfilling criteria determined by BT from time to time and registered with BT permitting use of the DQ Service by that person at no charge; "DQ CENTRE" a BT site where DQ Operators answer Calls to the DQ Service; "DQ OPERATOR" a person who answers Calls to the DQ Service; "DQ SERVICE" the directory enquiry service relating to telephone numbers within the British Isles. 2. DESCRIPTION OF SERVICE 2.1 This Schedule gives details of the provision by BT to the Operator of access to the DQ Service. The DQ Service shall only be available to be accessed by persons having a telephone number conforming to the UK national numbering scheme. 2.2 A person may request a search for the telephone or telex numbers of up to two persons listed as telephony or telex customers in the British Isles provided that sufficient information is given to enable the DQ Operator to carry out a search. If the search is successful, the Calling Party will be supplied with the requested number. However if the number is listed as an ex-directory number the Calling Party will be so informed, but the number will not be disclosed. 2.3 Subject to paragraph 2.4 below, refunds of the DQ Service charges set out from time to time in the Carrier Price List shall be made by BT where the following circumstances are brought to BT's attention by the Operator Customer: ________________________________________________________________________________ Page 1 of 4 163 2.3.1 if a DQ Operator provides to the Calling Party information that is inconsistent with correct information that was available at the DQ Centre; 2.3.2 if a DQ Operator is unable to trace the telephone number but the Calling Party is able to obtain the number from a BT Phone Book or another DQ Operator that same day; 2.3.3 if the Call is misrouted by the BT System to the DQ Service; 2.3.4 if the Call has been cut off by the BT System on a Call to the DQ Service or bad transmission over the BT System prevents the Calling Party from hearing the DQ Operator's response; 2.3.5 if, due to BT error in processing any information that BT has agreed to enter in a BT Phone Book, the number that is required is missing or incorrect (e.g. numbers transposed) in such a directory; 2.3.6 if the DQ Operator reasonably feels that the Calling Party has experienced poor DQ Service or exceptional difficulty; 2.3.7 if during the course of a search by the DQ Operator there is a computer failure and the DQ Operator is unable to deliver the number; 2.3.8 if the Calling Party is referred by the DQ Operator to the BT "Talking Pages" Service; 2.3.9 if the Calling Party asks for the number of a particular BT department or front office; 2.3.10 if the Calling Party requests Number Range information and the Call to the DQ Service was caused by a BT code change or bulk number change. 2.4 Refunds will only be made if the Calling Party identifies to the DQ Operator dealing with the refund the originating telephone number used by the Calling Party to make the Call to the DQ Centre. 2.5 Directory Enquiry Service for the Blind or Disabled 2.5.1 BT shall register as a Blind or Disabled Person those persons who apply to a BT registration point for consideration by BT to be registered, subject to the person fulfilling the same criteria as BT Customers qualifying for registration. 2.5.2 BT shall make no separate charge pursuant to this Schedule for access to the DQ Service where: ________________________________________________________________________________ Page 2 of 4 164 a) the Call is received at the specialised DQ bureau dealing with Calls from Blind or Disabled Persons to the DQ Service; and b) the Calling Party is a Blind or Disabled Person. No refunds will be offered to the Operator in respect of the provision of the DQ Service to Blind or Disabled Persons. 2.6 If BT makes a material change to the DQ Service that BT provides to its own Customers, it shall give the Operator 6 months notice of such change. The notice of such change shall be a review notice in accordance with paragraph 19.1.3 of the main body of this Agreement. 3. BT'S OBLIGATIONS 3.1 BT shall provide the DQ Service at all times. In other aspects it shall provide the same standard and quality of service as BT makes available to BT Customers making Calls to the DQ Service from that locality. 3.2 Subject to the provision of this Schedule, BT shall convey Calls for the DQ Service received from the Operator System to a DQ Centre. BT shall be under no obligation to convey any Call to the DQ Service which is a type of Call that BT does not convey to such service for its Customers. 3.3 BT shall use its reasonable endeavours to ensure that 90 per cent. of all Calls (except those for which there were no queue places available in the automatic call distribution system) to the DQ Service (averaged over a 24 hour period) will be answered within 15 seconds, 7 days per week (with the exception of Christmas Day when the target percentage shall be 70 per cent.). The balance of all such Calls shall be answered by the DQ Operator as soon as reasonably possible after the 15 second period. 3.4 On written request from the Operator, BT shall provide statistics of the percentage of Calls actually answered within the time periods specified in paragraph 3.3 for the OCHC which normally deals with Calls to the DQ Service for the relevant BT Switch Connection. 3.5 BT shall correct faults which occur in the BT System which affect the DQ Service in accordance with BT's normal engineering practices. For the avoidance of doubt, BT does not warrant that the BT System is, or will be, free from faults. 3.6 Procedures for the provision by BT to the Operator of details of Calls to the DQ Service handled by DQ Operators shall be as set out in Annex B whereby BT shall pay refunds to the Operator. Refund information shall be included in TIBS Billing Information and Refund Reports. ________________________________________________________________________________ PAGE 3 of 4 REVISED STANDARDIssue 1.1.78 27/3/96 165 4. THE OPERATOR'S OBLIGATIONS 4.1 Where the Operator conveys a Call to the DQ Service to BT, the Operator shall convey such a Call to a BT Switch Connection at a BT DMSU in accordance with Annex A. 4.2 The Operator shall pay to BT for each Call to the DQ Service the appropriate charges specified from time to time in the Carrier Price List. 4.3 The Operator shall, correct faults which occur in the Operator System which affect the DQ Service in accordance with the Operator's normal engineering practices. For the avoidance of doubt, the Operator does not warrant that the Operator System is, or will be, free from faults. 5. COMMENCEMENT & TERMINATION 5.1 BT shall provide the DQ Service as detailed in this Schedule on the later of the following: 5.1.1 a date 3 months after the date this Schedule was incorporated into the Agreement; or 5.1.2 the first Ready for Service Date; or 5.1.3 such other date as the Parties may agree in writing. 5.2 The Operator may terminate access to the DQ service provided under this Schedule by giving 3 months written notice to BT. ________________________________________________________________________________ Page 4 of 4 166 ANNEX C SCHEDULE 122 INTERNATIONAL OPERATOR ASSISTANCE SERVICE 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix, unless stated otherwise is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "IOA SERVICE" the international operator assistance service relating to Calls to destinations outside the British Isles and other services as specifically described in paragraph 2 of this Schedule. 2. DESCRIPTION OF SERVICE 2.1 This Schedule gives details of the provision by BT to the Operator of access to the IOA Service. 2.1.1 IOA Service shall only be available to be accessed by persons having a telephone number conforming to the UK national numbering scheme. 2.1.2 Where the Operator permits Calling Parties to contact the IOA Service from payphones connected to or forming part of the Operator System, BT shall only be obliged to provide the services set out in paragraphs 2.3.3 and 2.3.6. 2.2 Subject to paragraph 2.3, a person will be able to contact the IOA Service in order to obtain assistance in completing Calls to Customers of an Authorised Overseas System who can be reached through the BT System and to obtain time difference advice. 2.3 BT shall provide the IOA Service which shall comprise the following: 2.3.1 Assistance Calls The Calling Party can request connection to an international telephone number, or assistance from overseas operators, or assistance in connection where a previous attempt failed or re-connection to a telephone number in the event of prior unwarranted disconnection by one or more of the Telecommunication Systems involved in the connection chain or assistance in sending facsimile messages to destinations outside the British Isles. Call charges are payable in whole minutes with a minimum charge of that for a three minute Call. ________________________________________________________________________________ PAGE 1 of 4 167 2.3.2 Personal Calls to international numbers The Calling Party can request the BT Operator to connect them to a named person or extension outside the British Isles. A personal call fee is payable for each Call attempt that is answered whether or not the Call is connected to the named person or extension. The Call charges specified from time to time in the Carrier Price List are payable in whole minutes with a minimum charge of that for a three minute Call. 2.3.3 International Transfer Charge Calls The Calling Party can request the BT Operator to arrange a Transfer Charge Call to an overseas destination, except that international Transfer Charge Calls cannot be made to payphones, services run by INMARSAT, a ship in port, the Republic of Ireland or to territories or numbers where there is no agreement to provide such Calls with the relevant telecommunications operators. 2.3.4 Calls via INMARSAT The Calling Party can request the BT Operator to connect a Call to a ship at sea which possesses suitable satellite communication equipment. 2.3.5 Advance Booking of International Calls The Calling Party can request the BT Operator to arrange connection of an International Call to a specific destination for a particular date and time. 2.3.6 Time Difference Advice The Calling Party can request the BT Operator for the local time in a particular country. 2.4 If BT makes a material change to the IOA Service that BT provides to BT Customers, it shall give the Operator 6 months notice of such change. The notice of such change shall be a review notice in accordance with paragraph 19.1.3 of the main body of this Agreement. 3. BT'S OBLIGATIONS 3.1 BT shall provide the IOA Service at all times. In other aspects it shall provide the same standard and quality of service as BT makes available to BT Customers calling the IOA Service from that locality. 3.2 Subject to the provisions of this Schedule, BT shall convey Calls for the IOA Service by means of the BT System to an IOA Service centre. ________________________________________________________________________________ PAGE 2 of 4 168 BT shall be under no obligation to convey any Call to the IOA Service which is a type of Call that BT does not convey to such service for its Customers. 3.3 BT shall use its reasonable endeavours to ensure that 90 per cent. of all Calls (except those for which there were no queue places available in the automatic call distribution system) to the IOA Service (averaged over a 24 hour period) will be answered within 15 seconds, 7 days per week (with the exception of Christmas Day when the target percentages shall be 70 per cent.). The balance of all such Calls shall be answered by the BT Operator as soon as reasonably possible after the 15 second period. 3.4 BT shall correct faults which occur in the BT System which affect the provision of the IOA Service in accordance with BT's normal engineering practices. For the avoidance of doubt, BT does not warrant that the BT System is, or will be, free from faults. 3.5 Procedures for the provision by BT to the Operator of details of Calls to the IOA Service handled by BT Operators are set out in Annex B and the procedures for operational matters and Customer complaints are set out in the Operator Services Manual. 4. THE OPERATOR'S OBLIGATIONS 4.1 Where the Operator conveys Calls to access the IOA Service it shall hand over Calls to a BT Switch Connection at a BT DMSU in accordance with Annex A. 4.2 The Operator shall correct faults which occur in the Operator System which affect the provision of the IOA Service in accordance with the Operator's normal engineering practices. For the avoidance of doubt, the Operator does not warrant that the Operator System is, or will be, free from faults. 4.3 Where the Operator permits access to the IOA Services from payphones connected to or forming part of the Operator System, the Operator shall ensure the payphone sends a tone, of a form to be agreed between the Parties, to indicate to the BT Operator that the Calling Party is using a payphone. 5. CHARGING 5.1 For the service provided by way of the IOA Service, except for international Transfer Charge Calls, the Operator shall pay BT for each Call the charges specified from time to time the Carrier Price List. 5.2 For each international Transfer Charge Call set up by the BT Operator, BT shall pay the Operator for each successful Call the appropriate rate specified from time to time and the Operator shall pay no charge to BT pursuant to paragraph 5.1 in the Carrier Price List. ________________________________________________________________________________ PAGE 3 of 4 169 6. COMMENCEMENT & TERMINATION 6.1 BT shall provide the IOA Service as detailed in this Schedule on the later of the following: 6.1.1 a date 3 months after the date this Schedule was incorporated into the Agreement; or 6.1.2 the first Ready for Service Date; or 6.1.3 such other date as the Parties may agree in writing. 6.2 The Operator may terminate access to the IOA service provided under this Schedule by giving 3 months written notice to BT. ________________________________________________________________________________ PAGE 4 of 4 170 ANNEX C SCHEDULE 123 INTERNATIONAL DIRECTORY ENQUIRY SERVICE 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix, unless stated otherwise is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "BLIND OR DISABLED PERSON" a person fulfilling criteria determined by BT from time to time and registered with BT permitting use of the IDQ Service by that person at no charge; "IDQ CENTRE" a BT site where IDQ Operators answer Calls to the IDQ Service; "IDQ OPERATOR" a person who answers Calls to the IDQ Service; "IDQ SERVICE" the international directory enquiry service relating to telephone numbers outside the British Isles which is more specifically described in paragraph 2 below. 2. DESCRIPTION OF SERVICE 2.1 This Schedule gives details of the provision by BT to the Operator of access to the IDQ Service. The IDQ Service shall only be available to be accessed by persons having a telephone number conforming to the UK national numbering scheme. 2.2 A person may request a search for the telephone or telex numbers of up to two persons listed as telephony or telex Customers of operators of Authorised Overseas Systems, provided that sufficient information is given to enable the IDQ Operator to carry out a search. If the search is successful, the Calling Party will be supplied with the requested number. However if the number is listed as an ex-directory number the Calling Party will be so informed, but the number will not be disclosed. 2.3 Subject to paragraph 2.4 below, refunds of the IDQ Service charge specified from time to time in the Carrier Price List shall be made to the Operator by BT where the following circumstances are brought to BT's attention by the Operator Customer: ________________________________________________________________________________ PAGE 1 of 4 171 2.3.1 if an IDQ Operator provides to the Calling Party information that is inconsistent with correct information that was available at the IDQ Centre; 2.3.2 if the Call is misrouted by the BT System to the IDQ Service; 2.3.3 if the Calling Party has been cut off by the BT System on a Call to the IDQ Service or bad transmission over the BT System prevents the Calling Party from hearing the IDQ Operator's response; 2.3.4 if the IDQ Operator reasonably feels that the Calling Party has experienced poor service or exceptional difficulty; 2.3.5 if the Calling Party asks for the number of a particular BT department or front office; 2.3.6 if the Calling Party makes a Call to enquire about the progress of an earlier request for information where the IDQ Operator has offered to ring with the information. 2.4 Refunds shall be made only if the Calling Party identifies to the IDQ Operator dealing with the refund the originating telephone number used by the Calling Party to make the Call to the IDQ Centre. 2.5 International Directory Enquiry Service for the Blind or Disabled 2.5.1 BT shall register as a Blind or Disabled Person those persons who apply to a BT registration point for consideration by BT to be registered, subject to the person fulfilling the same criteria as BT Customers qualifying for registration. 2.5.2 BT shall make no separate charge pursuant to this Schedule for access to the IDQ Service where: a) the Call is received at the specialised DQ bureau dealing with Calls from Blind or Disabled Persons to the IDQ Service; and b) the Calling Party is a Blind or Disabled Person. No refunds shall be offered to the Operator in respect of the provision of the IDQ Service to Blind and Disabled Persons. 2.6 If BT makes a material change to the IDQ Service that BT provides to its own Customers, it shall give the Operator 6 months notice of such change. The notice of such change shall be a review notice in accordance with paragraph 19.1.3 of the main body of this Agreement. ________________________________________________________________________________ PAGE 2 of 4 172 3. BT'S OBLIGATIONS 3.1 BT shall provide the IDQ Service at all times. In other aspects it shall provide the same standard and quality of service as BT makes available to BT Customers calling the IDQ Service from that locality. 3.2 Subject to the provisions of this Schedule, BT shall convey Calls for the IDQ Service received from the Operator System to an IDQ Centre. BT shall be under no obligation to convey any Call to the IDQ Service which is a type of Call that BT does not convey to such service for its Customers. 3.3 BT shall use its reasonable endeavours to ensure that 90 per cent. of all Calls (except those for which there were no queue places available in the automatic call distribution system) to the IDQ Service (averaged over a 24 hour period) will be answered within 15 seconds, 7 days per week (with the exception of Christmas Day when the target percentage shall be 70 per cent.). The balance of all such Calls shall be answered by the Operator as soon as reasonably possible after the 15 second period. 3.4 BT shall correct faults which occur in the BT System which affect the provision of the IDQ Service in accordance with BT's normal engineering practices. For the avoidance of doubt, BT does not warrant that the BT System is, or will be, free from faults. 3.5 Procedures for the provision by BT to the Operator of details of Calls to the IDQ Service handled by IDQ Operators shall be as set out in Annex B whereby BT shall pay refunds to the Operator. Refund information shall be included in TIBS Billing Information and Refund Report. 4. THE OPERATOR'S OBLIGATIONS 4.1 Where the Operator conveys a Call to access the IDQ Service it shall hand over Calls to a BT Switch Connection at a BT DMSU in accordance with the Annex A. 4.2 The Operator shall pay to BT for each Call to the IDQ Service the appropriate charge specified from time to time in the Carrier Price List. 4.3 The Operator shall correct faults which occur in the Operator System which affect the provision of the IDQ Service in accordance with the Operator's normal engineering practices. For the avoidance of doubt, the Operator does not warrant that the Operator System is, or will be, free from faults. 5. COMMENCEMENT & TERMINATION 5.1 BT shall provide the IDQ Service as detailed in this Schedule on the later of the following: ________________________________________________________________________________ PAGE 3 of 4 173 5.1.1 a date 3 months after the date this Schedule was incorporated into the Agreement; or 5.1.2 the first Ready for Service Date; or 5.1.3 such other date as the Parties may agree in writing. 5.2 The Operator may terminate access to the IDQ Service provided under this Schedule by giving 3 months written notice to BT. ________________________________________________________________________________ PAGE 4 of 4 174 ANNEX C SCHEDULE 124 EMERGENCY SERVICE 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix, unless stated otherwise is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "CONNECT TO NUMBER" the telephone number of an Emergency Organisation applicable to a Zone Code supplied by the Operator to BT for Mobile Emergency Calls; "FIXED EMERGENCY CALL" an Emergency Call where the Calling Party is using an Exchange Line connected to a fixed Network Termination Point which has a telephone number conforming to the UK national numbering scheme and which permits BT to ascertain the location of the Calling Party; "MOBILE EMERGENCY CALL" an Emergency Call where the Calling Party is using terminal apparatus which is mobile and in respect of which, without a Zone Code, BT would be unable to ascertain the approximate location of the Calling Party; "ZONE CODE" a code, agreed between the Parties, for signalling and display to the BT Operator, identifying the location of the radio station conveying a Mobile Emergency Call from an Operator Customer. 2. DESCRIPTION OF SERVICE 2.1 This Schedule gives details of the provision by BT to the Operator of a service comprising the conveyance of Emergency Calls and the handing over of such Calls to an Emergency Organisation. This service shall only be available to be accessed by persons having a telephone number conforming to the UK national numbering scheme. ________________________________________________________________________________ PAGE 1 of 7 175 2.2 Where the Operator System does not hand over Mobile Emergency Calls to the BT System the rights and obligations under this Schedule in relation to Mobile Emergency Calls shall not apply. 2.3 The Emergency Service shall be provided in order to assist the Operator to meet the obligation set out in the applicable Condition of the Operator Licence. However, BT shall be under no obligation to provide any Public Emergency Call Service (as defined in Condition 6 of the BT Licence) wider in scope or more onerous than that which BT is obliged to provide to a BT Customer. 2.4 BT's obligation in respect of an Emergency Call is to convey it and hand it over to an Emergency Organisation. 2.5 If BT makes a material change to the Emergency Service that BT provides to its own Customers or BT wishes to offer to the Operator a service based upon post codes, it shall give the Operator 6 months notice of such change. The notice of such change shall be a review notice in accordance with paragraph 19.1.3 of the main body of this Agreement. 3. EMERGENCY SERVICES PLANNING 3.1 BT shall provide, not later than 30 Working Days after a request, maps showing BT local exchange area boundaries for that part of the United Kingdom from which the Operator System plans to convey Fixed Emergency Calls or Mobile Emergency Calls. These maps will be available as overlays to 1:50000 Ordnance Survey maps. 3.2 The Operator shall use the information supplied pursuant to paragraph 3.1 for the purposes of planning and routing Emergency Calls and for no other purpose. 3.3 The initial Zone Codes and Connect To Numbers advised to BT by the Operator are set out in Appendix 124.1. 3.4 The Operator shall order and BT shall provide the necessary Data Management Amendments for Emergency Calls to be delivered to the relevant Emergency Centres pursuant to the provisions set out in Schedule 140. 4. BT'S OBLIGATIONS 4.1 BT shall, upon receipt of information from the Operator regarding new or amended Zone Codes or Connect To Numbers, install that information within the Emergency Centre database and confirm in writing to the Operator the installation of that information. 4.2 Subject to the provision of this Schedule, BT shall where Emergency Calls are handed over at agreed Points of Connection: ________________________________________________________________________________ PAGE 2 of 7 176 4.2.1 convey Emergency Calls to an OCHC; 4.2.2 provide an onwards connect service to the relevant Emergency Organisation via a BT Operator by means of two-way voice telephony; and 4.2.3 liaise and co-operate with the Operator in resolving any problems that may arise and assist the Emergency Organisations with requests for call-trace in the event of failure of an Emergency Call. 4.3 BT shall convey Emergency Calls at all times and at the same standard and quality of service as BT makes available to BT Customers making Fixed Emergency Calls from within that locality. 4.4 BT shall, based upon the Zone Code and the Connect To Numbers related to that Zone Code contained within the Emergency Centre database, connect a Mobile Emergency Call to the Connect To Number on that database shown for the Emergency Organisation requested by the Operator Customer. 4.5 In the event that BT receives a Mobile Emergency Call with a Zone Code that is not contained in the Emergency Centre database or that Zone Code does not refer to a required Connect To Number, or the Mobile Emergency Call does not contain all the required information, or the information is incorrect or corrupted, BT shall use reasonable endeavours to convey the Call to a telephone number for the appropriate Emergency Organisation subject to the Operator providing BT with the required information pursuant to paragraph 5.9 below. 4.6 BT shall correct faults which occur in the BT System which affect Emergency Calls in accordance with BT's normal engineering practices. For the avoidance of doubt, BT does not warrant that the BT System is, or will be, free from faults. 4.7 The Operations and Maintenance Manual contains procedures for testing the service set out in this Schedule. 4.8 BT shall provide training to BT Operators for the purpose of providing services under this Schedule. 4.9 Where the Operator has reasonably required BT's assistance in replying to enquiries and complaints in respect of Emergency Calls BT shall investigate and report to the Operator and neither Party shall make a charge. ________________________________________________________________________________ PAGE 3 of 7 177 5. THE OPERATOR'S OBLIGATIONS 5.1 The Operator shall agree with Emergency Organisations the appropriate local Emergency Organisation departments who shall receive and process Mobile Emergency Calls from Calling Parties conveyed to them by BT. 5.2 The Operator shall allocate to each radio station within the Operator System, which could convey a Mobile Emergency Call, a Zone Code and agree the area covered by each Zone Code with the relevant Emergency Organisations and provide to BT in the format set out in Appendix 124.1, for each Zone Code, at least one and where practicable up to three Connect To Numbers for each applicable Emergency Organisation. 5.3 The Operator shall advise BT in writing of any variation to an existing Zone Code or its associated Connect To Numbers, or any new Zone Code or its Connect To Numbers in the format set out in Appendix 124.1 or such other format as may be agreed between the Parties in writing from time to time. 5.4 Where the Operator delivers an Emergency Call to the BT System it shall do so at an agreed BT Switch Connection at a BT DMSU in accordance with Annex A and conform with the other requirements for Emergency Calls set out in Annex A. Where BT requires that Mobile Emergency Calls be delivered to another or to different BT Switch Connections, BT shall give the Operator at least 6 months notice. The notice shall specify the location of the additional or different BT Switch Connection and the date by which the changes shall be implemented by the Operator. 5.5 The Operator shall not convey to the BT System Emergency Calls before the date agreed pursuant to paragraph 6.1. 5.6 The Operator shall convey to BT all Mobile Emergency Calls in the format 999 II ABCD where: 999 identifies the Call as an Emergency Call; and II is the Code notified to the Operator by BT which identifies the Emergency Call as a Call from an Operator Customer; and ABCD is the relevant Zone Code notified to BT by the Operator pursuant to paragraph 5.2. or such other digits as the Parties may agree in writing from time to time. 5.7 The Operator shall convey Fixed Emergency Calls with the last clearing party initiated release protocol set. 5.8 The Operator shall ensure that for Fixed Emergency Calls there is adequate numbering discrimination within the Operator System to take account of the relevant Emergency Organisation's geographic boundaries. ________________________________________________________________________________ PAGE 4 of 7 178 5.9 The Operator shall set up and maintain a 24 hour point of contact to give operational assistance to BT in resolving any problems that may arise with Emergency Calls and to assist the Emergency Organisations with requests for information in respect of Operator Customers. 5.10 The Operator shall correct faults which occur in the Operator System which affect Emergency Calls in accordance with the Operator's normal engineering practices. For the avoidance of doubt, the Operator does not warrant that the Operator System is, or will be, free from faults. 5.11 The Operator shall handle, process and reply to all enquiries and complaints about Emergency Calls. 5.12 The Operator shall pay BT for the conveyance of each Emergency Call the charge specified from time to time in the Carrier Price List. 5.13 The Operator shall pay to BT for BT Operator Training the sum specified from time to time in the Carrier Price List for each of Fixed Emergency Call service or Mobile Emergency Call service training within 30 calendar days of the date agreed pursuant to paragraph 6.1 following confirmation by BT of completion of the work. 6. COMMENCEMENT & TERMINATION 6.1 The Operator may convey Emergency Calls to BT and BT shall convey those Calls on the later of the following: 6.1.1 a date 6 months after the date this Schedule was incorporated into the Agreement; or 6.1.2 the first Ready for Service Date; or 6.1.3 such other date as the Parties may agree in writing. 6.2 The Operator may terminate access to the Emergency Service provided under this Schedule by giving 3 months written notice to BT. ________________________________________________________________________________ PAGE 5 of 7 179 APPENDIX 124.1 ZONE CODE AND CONNECT TO NUMBER INFORMATION PROVISION FORM 1. The Operator shall provide to BT information relating to Zone Codes and Connect To Numbers in the following format or as otherwise amended by BT and advised to the Operator in writing from time to time: To: BT Mobile 999 Admin. Centre Fax: 01925 235017 From: (Name) _________________________________ the Operator Fax: ____________ Please implement the following changes to your 999 information. Ref. No. ___________________ Date of change ____________________________________ Time of change ___________ Reason for change _____________________________________________________________ Information received from Emergency Organisation (date/time)_________/_________ Information sent to Admin. Centre (date/time)_________/_________ Changes Table BT use only Country or Emergency Connect To Zones EDB+GIF Lists Change Area Authority Numbers in Affected Change format (P) (number) (Q) Continued on following sheet (delete if not applicable)
Information received by (name/date/time) _______________/____________/_________ Information sent to (date/time) _______________/______________________ Information received by / / Information received by (name/date/time) _______________/____________/_________ EDB, GIF and/or lists amended by / / / / ________________________________________________________________________________ Page 6 of 7 180 2. The form described in the immediately preceding paragraph shall include operational guidance notes which shall be as set down below or as amended by BT and advised to the Operator in writing from time to time: REFERENCE NUMBERS These must run consecutively starting from 1. DATE AND TIME OF CHANGE These should be within the period Monday to Friday, 08.30 - 16.30. 3 Working Days notice of any required change must be given. REASON FOR CHANGE Give brief description only e.g. "New Zone Code". CHANGES TABLE For every change there must be an entry in all of the first four columns. COUNTY OR AREA Give name of county or area involved. EMERGENCY ORGANISATION State whether it is Fire, Police, Ambulance or Coastguard, with the official name of the Emergency Organisation in brackets e.g. "Police (Northern Constabulary)". ZONE AFFECTED Provide in the format 3123. CONNECT TO NUMBERS You must show the number in the format (P) 01987 654321 (Q). The prefix letter must be (P), (S), (A) or (E) for primary, secondary, alternative or evacuation numbers respectively. The suffix letter must be either (Q) for a queuing system or (N) if there is none. If it is a Connect To Number change, only those Connect To Numbers that have changed should be included. If there is a new Zone Code or the County or Emergency Organisation for a particular Zone Code is changing, then all relevant Connect To Numbers should be shown. ________________________________________________________________________________ PAGE 7 of 7 181 ANNEX C SCHEDULE 126 RADIOTELEPHONE CALLS 1. DEFINITIONS 1.1 In this Schedule a reference to a paragraph or Appendix, unless stated otherwise, is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D except as shown below: "BT RADIO OFFICER" a BT radio officer who sets up the Radiotelephone Service; "RADIOTELEPHONE CALL" a Call set up by a BT Radio Officer from the Calling Party to the relevant ship using the Radiotelephone Service; "RADIOTELEPHONE REQUEST CALL" a Call handed over by the Operator to BT on such BT Freefone 0800 number as BT shall advise from time to time, whereby the Calling Party requests the BT Radio Officer to set up a Radiotelephone Call; "RADIOTELEPHONE SERVICE" telephone Calls (including related services) transmitted by wireless telegraphy from a BT wireless telegraphy station to a ship. 2. DESCRIPTION OF SERVICE 2.1 Subject to the provision of this Schedule, BT shall convey Radiotelephone Request Calls handed over from the Operator System to a BT Radio Officer. 2.2 Radiotelephone Request Calls shall be included in the Traffic Forecast in accordance with Annex A. 2.3 On receipt of a Radiotelephone Request Call, the BT Radio Officer shall request the Calling Party to provide its telephone number and details of the destination ship. 2.4 The BT Radio Officer shall attempt to contact the relevant ship and, if successful, shall telephone the Calling Party and set up a Radiotelephone Call. 2.5 Radiotelephone Calls shall be available to a Calling Party whose telephone number conforms to the UK national numbering scheme. ________________________________________________________________________________ PAGE 1 of 3 182 2.6 If BT makes a material change to the Radiotelephone Service that BT provides to its own Customers, it shall give the Operator 6 months notice of such change. The notice of such change shall be a review notice in accordance with paragraph 19.1.3 of the main body of this Agreement. 3. ROUTING 3.1 Where the Operator conveys Radiotelephone Request Calls it shall deliver the Calls to a BT Switch Connection at a BT DMSU, in accordance with Annex A, which is as near as reasonably practicable to the geographical location from which the Call originated or at such other BT Switch Connection as may be agreed in writing. 4. SERVICE QUALITY 4.1 BT shall convey Radiotelephone Request Calls handed over from the Operator System and Radiotelephone Calls at the same standard and quality of service as Calls made by BT Customers making such Calls in that locality. 4.2 BT shall correct faults which occur in the BT System which affect the conveyance of Radiotelephone Request Calls and Radiotelephone Calls in accordance with BT's normal engineering practices. For the avoidance of doubt, BT does not warrant that the BT System is, or will be, free from faults. 4.3 The Operator shall correct faults which occur in the Operator System which affect the conveyance of Radiotelephone Request Calls and Radiotelephone Calls in accordance with the Operator's normal engineering practices. For the avoidance of doubt, the Operator does not warrant that the Operator System is, or will be, free from faults. 5. DURATION 5.1 BT may terminate the provision of a Radiotelephone Service to the Operator if BT ceases to provide Radiotelephone Calls for BT Customers. 5.2 The Operator may terminate access to the Radiotelephone Services under this Schedule by giving three months written notice to BT. 6. CHARGING 6.1 The Operator shall pay to BT for each Radiotelephone Call the appropriate charge specified from time to time in the Carrier Price List. There is a minimum charge equivalent to a three minute Radiotelephone Call. For Radiotelephone Calls greater than three minutes, the duration is rounded up to the next whole minute. ________________________________________________________________________________ PAGE 2 of 3 183 6.2 Where the BT Radio Officer telephones the Calling Party pursuant to paragraph 2.4, the Operator shall release BT from any payment to the Operator for such Call. ________________________________________________________________________________ PAGE 3 of 3 184 ANNEX C SCHEDULE 130 CUSTOMER SITED INTERCONNECT 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix, unless stated otherwise, is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "2 MBIT/S CSI INTERCONNECT LINK" a portion of an Interconnect Link comprising a 2 Mbit/s Path, an Intrabuilding Link located at the BT Switch Connection, and, as appropriate, a Signalling Link; "2 MBIT/S PATH" the transmission layer (comprising the Multiplexors, LTE and a Line) between the 2.048Mbit/s G703 interfaces of the Multiplexor located at the Operator building (housing the Point of Connection) and the Multiplexor located at the BT Switch Connection; "LINE" the transmission medium between the two LTE's forming part of the 2Mbit/s Path. 2. DESCRIPTION OF SERVICE 2.1 This Schedule applies to the provision of Customer Sited Interconnect ("CSI") by BT, at the Operator's request, by the Operator ordering CSI in units of single 2Mbit/s CSI Interconnect Link. 2.2 Each 2Mbit/s CSI Interconnect Link contains not more than 30 traffic circuits and may, if required, contain a Signalling Link. A 2Mbit/s CSI Interconnect Link is a component of a Traffic Route and a Traffic Stream. 2.3 Unless otherwise agreed, a 2Mbit/s CSI Interconnect Link may convey Traffic Types of both Parties. 3. PROVISION OF SERVICE 3.1 The Operator shall provide at its expense at the Operator building housing the Point of Connection, suitable accommodation for the BT equipment at the agreed Point of Connection. ________________________________________________________________________________ PAGE 1 of 6 185 3.2 Subject to the provisions of this Schedule, BT shall provide the 2Mbit/s Path and the Intrabuilding Link which form part of the Interconnect Link. 3.3 The Operator shall provide BT with access to the BT equipment at the Point of Connection at reasonable times for provision and or maintenance of 2Mbit/s CSI Interconnect Links. If consent is required from a Third Party, the Operator shall procure such consent. BT undertakes not to damage or destroy equipment forming part of the Operator System whilst providing or maintaining 2Mbit/s CSI Interconnect Links. If such damage or destruction does occur then, subject to the provisions of the main body of the Agreement, BT shall pay the reasonable cost of repair or replacement of such equipment, fair wear and tear excepted. 3.4 Subject to BT obtaining all necessary consents, BT shall provide 2Mbit/s Paths by optical fibre. If BT is unable to obtain such consents BT, after notifying the Operator in writing, may: 3.4.1 suspend its obligations under the relevant order until such time as the necessary consents are obtained; and/or 3.4.2 notify the Operator that, subject to the payment of additional charges (if any), BT shall provide (as a temporary or permanent measure) that 2 Mbit/s Path by radio. 3.5 If pursuant to paragraph 3.4.2 the Operator notifies BT that the Operator does not accept provision by the use of radio, BT's obligation to provide that CSI 2Mbit/s Interconnect Link shall be suspended until such time as the necessary consents are obtained. 3.6 If BT notifies the Operator of its intention to suspend its obligation to provide a CSI 2Mbit/s Interconnect Link in accordance with this paragraph:- 3.6.1 BT shall, if practicable, inform the Operator of the date when BT reasonably expects the necessary consents to be available; and 3.6.2 the Operator may notify BT in writing of the cancellation of the order for that CSI 2Mbit/s Interconnect Link without the pre-payment provisions of Annex A being invoked. 3.7 If pursuant to paragraph 3.4.2 the Operator notifies BT that the Operator accepts provision by the use of radio, BT shall so provide the 2Mbit/s Path, provided that all necessary consents are obtained. 3.8 If a 2Mbit/s Path has been provided by radio, BT at its cost, may, at its discretion, provide in substitution a 2Mbit/s Path by optical fibre. ________________________________________________________________________________ PAGE 2 of 6 186 3.9 If the BT equipment at the Point of Connection requires a continuous mains electricity supply and electricity connection points, they shall be supplied, where specified by BT, by the Operator at its expense. Such electricity shall be available at the same level of supply, protection and continuity as that available to the Operator equipment. 3.10 Forecasting, provisioning, routing principles and test procedures are specified in Annex A. 3.11 The Operator shall provide and maintain, at its expense, the portion of the Interconnect Link from the Point of Connection to the Operator Switch Connection. 3.12 The Operator shall be solely responsible for any loss, theft or destruction of, or damage (reasonable wear and tear excepted) to BT equipment in the accommodation housing the agreed Point of Connection, howsoever caused (unless caused by BT or its agents), occurring at any time while such BT equipment is so located. 3.13 BT shall provide and maintain the 2Mbit/s Path to engineering standards, (including diversity) not less than those used by BT to provide its BT 2Mbit/s digital wide band service to BT Customers. 4. SIGNALLING 4.1 When ordering, for the first time, a 2Mbit/s CSI Interconnect Link between a specific BT Switch Connection and a specific Operator Switch Connection the Operator shall order a Signalling Link Set and specify the Route Type(s) required. Where the BT Switch Connection is at a BT ISC and the Operator has an Interconnect Link to another BT ISC, the Parties may agree to a single Signalling Link Set being used to support Interconnect Links to two BT ISCs. 4.2 The Operator shall order an additional Signalling Link Set if the total number of 2Mbit/s CSI Interconnect Links between the same Switch Connections exceed 40 or multiples of 40. 4.3 An order for a Signalling Link Set shall include an order for two 2Mbit/s CSI Interconnect Links. 5. ROUTE TYPES 5.1 Each Traffic Route is provided with a Route Type. Where a Party orders an additional Route Type it shall specify the required Traffic Type. ________________________________________________________________________________ PAGE 3 of 6 187 6. REARRANGEMENTS 6.1 The Operator may request, in accordance with Annex A, the rearrangement of Intrabuilding Links on the Operator's side of the Point of Connection, or, in the building housing the BT Switch Connection. A change necessitating a 2Mbit/s Path being moved from one building to another building is the termination of, and the provision of a new 2Mbit/s CSI Interconnect Link. 7. CHARGES 7.1 Subject to the provisions of this paragraph 7, for each 2Mbit/s CSI Interconnect Link, each Signalling Link Set and Route Type ordered by the Operator, the Operator shall pay to BT the connection and rental charges specified from time to time, in the Carrier Price List. 7.2 An Intrabuilding Link charge applies to each order for a 2Mbit/s CSI Interconnect Link. If an Intrabuilding Link contains a Signalling Link which supports unidirectional traffic the charge for that Intrabuilding Link is included in the Signalling Link Set charge. 7.3 There are two different Signalling Link Set charges in respect of Customer Sited Interconnect, namely, a charge for such a Link conveying unidirectional traffic (including, notwithstanding such Calls being conveyed in the opposite direction, Indirect Access Calls) and a charge for such a Link carrying bothway traffic. 7.4 The Signalling Link Set charge includes one single Route Type. Charges for additional Route Types are payable as specified from time to time in the Carrier Price List. 7.5 Charges for re-arrangements, pursuant to paragraph 6.1, are payable as specified, from time to time, in the Carrier Price List. 7.6 BT shall apply its retail terms and conditions for the provision by BT of ducting required for CSI. The Operator shall pay to BT duct charges specified from time to time in the BT Retail Price List for "Megastream Charges" - "Ancillary Charges". 7.7 The Operator shall pay the relevant connection charges specified from time to time in the Carrier Price List for each provided 2Mbit/s CSI Interconnect Link. 7.8 Where initial interconnection is provided by means of Customer Sited Interconnect: 7.8.1 Until the sooner of the next Quarter Day after a period of six months from the launch of the Operators initial commercial service utilising Interconnect Links, or nine months after the provision of the first 2Mbit/s CSI Interconnect Link, the Operator shall, unless otherwise agreed in writing, ________________________________________________________________________________ PAGE 4 of 6 188 pay rental for 2Mbit/s CSI Interconnect Links in accordance with the following formula: Rp = Rt -- 2 Where: Rp is the rental payable Rt is the sum of all 2Mbit/s CSI Interconnect Link rental calculated from the relevant charges specified from time to time in the Carrier Price List. 7.8.2 After the period referred to in the preceding paragraph, or such other date as the Parties may agree in writing, the Operator shall pay rental for 2Mbit/s CSI Interconnect Links in accordance with the following formula: Rp = Rt x Co -- Ct Where: Rp is the rental payable Rt is the sum of each and every 2Mbit/s CSI Interconnect Link rental calculated from the relevant charges specified from time to time in the Carrier Price List; and, taken from the relevant Interconnect Usage Reports of the first three months of the period of four months preceding the due rental date: Co is the total Call minutes for Calls conveyed from the Operator to BT (but including Indirect Access Calls conveyed to the Operator and such other Call types as may be agreed) Ct is the total Call minutes between the Parties. 7.8.3 Following the submission of the first bill pursuant to paragraph 7.8.2 the calculation pursuant to that paragraph shall be applied to the preceding period for which the calculation in paragraph 7.8.1 applied, and any over or under payment by Operator shall be rectified by adjustment of the next following invoice for 2Mbit/s CSI Interconnect Links. 7.9 Where interconnection between the Parties exists prior to the provision of Customer Sited Interconnect, the rental for 2Mbit/s CSI Interconnect Links shall be calculated in accordance with the formula set down in paragraph 7.8.2. 7.10 A connection charge payable pursuant to this Schedule shall be that applicable, from time to time, at the time of placement of the order. ________________________________________________________________________________ PAGE 5 of 6 189 7.11 A rental charge payable pursuant to this Schedule shall be the then current rental charge for the relevant rental period or portion thereof, which shall be the due date referred to in paragraph 7.12. 7.12 Connection and rental charges shall be due on the later of: 7.12.1 the date for the commencement of service of that 2 Mbit/s CSI Interconnect Link specified by the Operator in the relevant order, or 7.12.2 the date which is the earlier of the relevant Ready for Service Date or 30 days after the relevant Ready for Test Date. Rental charges shall be payable in accordance with the periodicity specified in the Carrier Price List. 7.13 In addition to the charges specified from time to time in the Carrier Price List, each Party shall, if applicable, make the additional payments specified in Appendix C of Annex A. ________________________________________________________________________________ PAGE 6 of 6 190 ANNEX C SCHEDULE 140 DATA MANAGEMENT AMENDMENTS 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix, unless stated otherwise, is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "BT ADMINISTRATIVE ZONE" a separate administrative unit managing a portion of the BT System; "BT CHARGE BAND" for each BT Switch, a group of Call destinations for which the same BT retail charge (as specified in the BT Retail Price List) applies; "DATA MANAGEMENT AMENDMENT" such reconfiguration of the BT System as is necessary for access, routing and charging of Calls. 2. DESCRIPTION OF SERVICE 2.1 This Schedule applies to Data Management Amendments made pursuant to the Operator's request. 2.2 New Numbering Requirements. 2.2.1 The data changes on a BT Switch necessary for BT, using current BT Charge Bands, to set up Traffic Streams for Number Ranges and Access Codes, which changes apply to: (a) a new AFN; (b) a new NNG; (c) discrimination of a single D digit, or DE digit on a new NNG; (d) discrimination of more than one D digit or DE digit on a new NNG; (e) a new Access Code; (f) a new Operator Free Phone NNG. _______________________________________________________________________________ PAGE 1 of 6 191 2.3 Traffic Stream Changes On A BT Switch. 2.3.1 The data changes on a BT Switch necessary for BT to alter the destination of an existing Traffic Stream, which changes apply to an: (a) AFN; (b) NNG; (c) NNG with routing discrimination down to one or more D digit combinations; (d) NNG with routing discrimination down to one or more DE digit combinations; (e) Access Code; (f) Operator Free Phone 0800 and an Operator Free Phone NNG. 2.4 Changes To BT Charge Band Allocation. 2.4.1. The data changes on a BT Switch made necessary because of a change at the Operator's request to the payments payable by the Parties under a relevant Schedule, for BT to relocate the Number Ranges from an allocated BT Charge Band to another current BT Charge Band, which changes apply to: (a) NNGs; (b) NNGs with charging discrimination down to one or more D digit combinations; (c) NNGs with charging discrimination down to one or more DE digits combinations. 2.5 Differential D Digit Charging Discrimination. 2.5.1 The data changes on a BT Switch necessary to expand an existing NNG to an NNG with charging discrimination to a maximum of two D digits. 2.6 Other Data Management Amendments. 2.6.1 Subject to the provisions of this Agreement, BT shall install necessary changes (including data changes) for BT to: (a) route Emergency Calls to appropriate Emergency Centres; ________________________________________________________________________________ PAGE 2 of 6 192 (b) make such changes at BT Public Call Boxes or BT Temporary Call Boxes (each as defined in Condition 11 of the BT Licence) to enable Operator Free Phone Calls to be made from such Call Boxes. 3. QUOTATION FOR SERVICE 3.1 The Operator shall submit to BT a written request for a quotation for Data Management Amendments in relation to services to be provided under a Schedule of this Agreement and with such request provide to BT in writing the information reasonably necessary to enable BT to produce an implementation programme. 3.2 Save for the changes under paragraph 2.6.1(b): 3.2.1 if a quotation is for a type of Data Management Amendment set out in paragraphs 2.2, 2.4 or 2.5 and is for implementation by BT over the whole geographic area covered by the BT System, BT shall provide such quotation not later than 10 Working Days; or 3.2.2 in all other cases, as soon as reasonably practicable, BT shall provide a written quotation and implementation programme both of which shall be provided not later than 20 Working Days; from receipt of the Operator's request for a quotation. 3.3 A quotation shall remain valid for six months from the date of issue of the relevant quotation. 3.4 BT shall compile the quotation on the basis of the minimum cost of the Operator that is consistent with good engineering practice in executing work in the BT System. 3.5 For Data Management Amendments: (a) for changes pursuant to 2.6.1(b) the implementation programme and price shall be subject to the Parties' written agreement; and (b) associated with Access Codes, BT may advise the Operator, as soon as reasonably practicable and in any event not later than the time of the provision of the implementation programme, that the implementation programme may be in excess of 40 Working Days; and if the implementation programme is in excess of 40 Working Days the implementation programme shall be subject to the Parties' written agreement. 3.6 If BT is late in providing a written quotation and implementation programme pursuant to paragraph 3.2 and the Operator immediately places ________________________________________________________________________________ PAGE 3 of 6 193 an order for such pursuant to paragraph 4, BT shall complete the implementation programme within the time periods specified in paragraph 4.3 less the number of days that it was late in providing the relevant quotation and implementation programme. 4. ORDER AND IMPLEMENTATION PROCESS 4.1 Not later than six months from the date of a quotation, the Operator may place on BT a written order accepting the quotation. Such order shall specify the required date of completion of the implementation programme, subject to such completion date being: 4.1.1 not less than 40 Working Days from the date of receipt of the order by BT; and 4.1.2 not more than 40 Working Days after the validity period of the relevant quotation. 4.2 As soon as practical and not later than two Working Days from the date of BT's receipt, BT shall give written acknowledgement of receipt of the order. BT shall proceed with the implementation programme for the Data Management Amendment provided that: 4.2.1 the Operator and BT have agreed in writing the Schedule(s) for service(s) or, the service is launched pursuant to paragraph 8 of the main body of the Agreement to which such Data Management Amendment order relates; 4.2.2 the Operator has given written confirmation to BT that the Number Ranges have been reserved and allocated to the Operator by the Director General for use by the Operator or the Operator provides to BT written authority, from the Third Party Operator to whom the Number Range has been allocated, to carry out the requested Data Management Amendment; 4.2.3 the Operator and BT have agreed such Operator test facilities as BT may reasonably require and the Operator has provided such test facilities (including, without limitation, such number of test lines and appropriate tone/announcement) by the time of commencement by BT of the implementation programme; 4.2.4 the order form has been completed by the Operator; and sufficient Capacity (for testing by BT of the Data Management Amendment) is ready for service or has been ordered by the Operator with a Ready For Service Date being prior to the commencement date of the implementation programme by BT. ________________________________________________________________________________ PAGE 4 of 6 194 4.3 Except for those Data Management Amendments specified in paragraphs 2.6.1(b) and 3.5(b) and subject to paragraphs 4.1, 4.2 and 4.4, BT shall complete the implementation programme for the Data Management Amendments not more than 40 Working Days from the date of receipt by BT of the relevant order, or, if later, the required date for completion specified in the relevant order. 4.4 Completion by BT of the implementation programme is subject to the ongoing availability of sufficient Operator test facilities. 4.5 If the provisions of paragraphs 4.2 and 4.4 are not met, BT may suspend the implementation programme and shall advise the Operator that work shall not recommence until: 4.5.1 the Operator gives written confirmation to BT that the provisions of paragraphs 4.2 and/or 4.4 (as the case may be) have been met; and 4.5.2 the Parties agree any amendments to the implementation programme and revisions (if any) to the Data Management Amendment charges, such agreement not to be unreasonably withheld or delayed; and if work does not recommence within 60 Working Days, the Data Management Amendment order (subject to BT giving not less than 60 Working Days notice) shall be deemed a cancellation by the Operator and the date of suspension by BT shall be the date used to calculate the number of Working Days in calculating the charges payable by the Operator pursuant to paragraph 5.3. 4.6 A revision to the implementation programme in accordance with paragraph 4.5 may result in the implementation period being extended to such period as is greater than 40 Working Days plus the period of delay. 4.7 On completion of the implementation programme, BT shall give written confirmation to the Operator of full implementation of the Data Management Amendment order. 4.8 A reference in this Schedule to a matter being agreed between Parties means such agreement not to be unreasonably withheld or delayed. If agreement between the Parties is not reached pursuant to paragraphs 3.5 and 4.2 either Party may notify the other in writing of a Dispute. 5. CHARGING 5.1 The quotation for each type of Data Management Amendment requested by the Operator pursuant to paragraph 2 (excluding those in paragraph 2.6.1(b)) shall be set out and calculated as the sum of the charges for the following components: (a) fixed charge; plus _______________________________________________________________________________ PAGE 5 of 6 195 (b) zone charge multiplied by the number of affected BT Administrative Zones; plus (c) processor charge for each affected BT Exchange type multiplied by the number of such affected BT Exchanges. The above component charges, for each type of Data Management Amendment, shall be specified from time to time in the Carrier Price List. 5.2 For implementation by BT of a Data Management Amendment order, the Operator shall pay the charges quoted by BT and payment shall be due on the earlier of: 5.2.1 BT giving writing confirmation to the Operator of the full implementation of the Data Management Amendment order; or 5.2.2 if the order has been subject to suspension pursuant to paragraph 4.5, the original required date for the completion of the work as specified in the original order. 5.3 If, prior to notification by BT to the Operator pursuant to paragraph 4.7, the Operator (a) requests a material alteration to the implementation programme, or (b) cancels the order, within the time periods set out below, the Operator shall pay to BT the charges set out opposite such time periods, being the charges specified in the relevant quotation for that order: NUMBER OF WORKING DAYS PRIOR TO THE REQUIRED DATE FOR THE COMPLETION OF THE CHARGE IMPLEMENTATION PROGRAMME 20 or more fixed charge 19 - 10 fixed and zone charges 9 - 0 fixed, zone and processor charges _______________________________________________________________________________ PAGE 6 of 6 196 ANNEX C SCHEDULE 150 ENTRIES IN BT'S NUMBER INFORMATION SYSTEM (NIS) AND PHONE BOOKS 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix, unless stated otherwise is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "BT DAS DATABASE" the BT database in machine-readable form of names, addresses and telephone numbers used by BT for the purpose of providing, by means of the BT System, a Directory Information Service; "BT NIS DATABASE" the BT database containing information (including without limitation, names, address and telephone numbers) relating to BT Customers and customers of certain Third Party Operators; "BT PHONE BASE" the BT database containing entries from time to time available for the alphabetical section of BT Phone Books; "BT PHONE BOOK" an unclassified printed telephone directory, published by BT, relating to a particular geographical area and containing, in alphabetical order, the names, addresses and telephone numbers of BT Customers and certain customers of Third Party Operators; "BT PHONE DISK" a BT compact disc containing entries from time to time available for the alphabetical section of BT Phone Books; "DIRECTORY INFORMATION a service as defined in Section 4(3) of the SERVICE" Act; "NIS INFORMATION" data, relevant part of Operator Customer Information included in the BT NIS Database in accordance with Operator instructions and the practice applicable to BT Customers; ________________________________________________________________________________ PAGE 1 of 5 197 "OPERATOR CUSTOMER INFORMATION" information provided by the Operator relating to a person having a telephone number allocated in accordance with the UK national numbering scheme. The expression shall also include information relating to the Operator in respect of those telephone numbers which the Operator has allocated for its own use; "OPERATOR EX-DIRECTORY Operator Customer Information in respect of INFORMATION" which the Operator notifies BT in writing that the telephone number is not to be disclosed; "PHONE BOOK INFORMATION" data, being part of Operator Customer Information for inclusion in a BT Phone Book, in accordance with the Operators instructions and with the practice applicable to BT Customers. 2. DESCRIPTION OF SERVICE 2.1 This Schedule gives details of the provision by BT to the Operator of services whereby BT includes NIS Information on the BT NIS Database and Phone Book Information in BT Phone Books, BT Phone Base and BT Phone Disk 2.2 If BT wishes to make a material change to the services set out in this Schedule, it shall give the Operator 6 months notice of such change. The notice of such change shall be a review notice in accordance with paragraph 19.1.3 of the main body of this Agreement. 3. INCLUSION OF OPERATOR CUSTOMER INFORMATION ON BT'S NIS DATABASE 3.1 The Operator shall: 3.1.1 supply to BT forecasts to enable BT to plan to meet its obligations under this Schedule. These forecasts shall include details of the number of new and additional entries, and of amendments and cessations of information previously included on the BT NIS Database. The forecasts shall initially be supplied before the date upon which the Operator wishes the service to commence and be for 2 years broken down quarterly. These forecasts shall be up-dated at least once a year; 3.1.2 where the Operator provides Operator Customer Information in written form, deliver the Operator Customer Information to BT in the agreed format recorded in the NIS Manual; ________________________________________________________________________________ PAGE 2 of 5 198 3.1.3 where the Operator provides Operator Customer Information on computer disk or by electronic data interchange, give BT two weeks' written notice of the date on which delivery shall commence and deliver the Operator Customer Information in the agreed format recorded in the NIS Manual; 3.1.4 deliver collations of Operator Customer Information to BT on a daily or weekly basis as agreed between the Parties and shall use reasonable endeavours to ensure that the Operator Customer Information is accurate and complete and that Operator Ex-Directory Information is clearly marked as such; 3.1.5 before passing Operator Customer Information to BT, obtain any consents deemed necessary by the Operator or ensure that such consents have been obtained, including those required under the Data Protection Act 1984 so that BT may treat that information in the same way as it treats information regarding BT Customers held in the BT NIS Database; 3.1.6 nominate members of its staff, and telephone numbers to contact such staff, in sufficient numbers as BT may reasonably require as contact points to provide assistance to facilitate the inclusion of Operator Customer Information onto the BT NIS Database; 3.1.7 pay the appropriate charges in respect of Operator Customer Information included on the BT NIS Database as specified from time to time in the Carrier Price List. The holding charge is payable per year, and payment is due on the next Quarter Day following the date of entry of the particular Customer Information into the BT NIS Database and yearly thereafter. For this purpose the Quarter Days are 1 January, 1 April, 1 July and 1 October. This charge is payable each year until deletion of the Customer Information; 3.1.8 The charges for additions and amendments will become due on the next Quarter Day. 3.2 BT shall use reasonable endeavours to include Operator Customer Information on the BT NIS Database within 2 Working Days from receipt of the Operator Customer Information and then make the Operator Customer Information available on the BT DAS Database, BT Phone Base and BT Phone Disk in the same timescale as BT makes similar information available relating to BT Customers. 3.3 Where any Operator Customer Information cannot be processed because that information is inaccurate or incomplete, BT will reject that information and inform the Operator within two Working Days. BT shall be under no obligation to enter rejected information on the BT NIS Database. ________________________________________________________________________________ PAGE 3 of 5 199 4. EXCEPTIONAL CIRCUMSTANCES 4.1 Where there is an established base of Operator Customer Information which is to be included in the BT NIS Database, the Parties will agree a timescale of entry of this Operator Customer Information. BT will use reasonable endeavours to meet this timescale and the Operator releases BT from the obligations set out in paragraph 3.2. 4.2 Where the Operator provides more Operator Customer Information than it has forecast, BT will use reasonable endeavours to enter this information in BT NIS Database but shall be released from the obligation set out in paragraph 3.2. In this circumstance, BT will invite the Operator to re-forecast further requirements and to indicate the order in which BT should process the Operator Customer Information. 5. BT PHONE BOOKS 5.1 Except where the Operator has asked BT to delete Operator Customer Information, BT shall use reasonable endeavours to include in the next and subsequent editions of the BT Phone Book specified in the Operator Customer Information, Phone Book Information selected from NIS Information included on the BT NIS Database in accordance with paragraph 3.2 (other than that clearly marked by the Operator as Operator Ex-Directory Information or as information that is not to be included in BT Phone Books). 5.2 Entries in the BT Phone Books, including additional and special directory entries, will be available in the same styles and formats as are available to BT Customers. 5.3 BT shall not be obliged to produce any special or additional notice or edition of any BT Phone Book in order to perform its obligations under this paragraph 5. Each BT Phone Book will acknowledge, where applicable, that it contains numbers of customers of Third Party Operators other than BT. BT shall not be obliged to correct any error or omission arising in connection with any entry of Operator Customer Information or any other entry in any BT Phone Book. However BT shall endeavour to correct errors or omissions notified to BT by the Operator in subsequent editions of the BT Phone Book. 5.4 The choice of name and format for BT Phone Books shall at all times remain within BT's sole discretion. 5.5 In addition to any other charges set out in the Schedule, the Operator shall pay the appropriate charges for entries in BT Phone Books. The rates to be paid by the Operator for the inclusion of additional entries, and entries using bold or superbold typefaces, for entries relating to Operator Customer Information in BT Phone Books shall be an annual payment per edition of a BT Phone Book in which an entry is to be included, and this will be four ________________________________________________________________________________ PAGE 4 of 5 200 times the quarterly rental as published from time to time in the BT Retail Price List for similar entries and will become due on the next Quarter Day and annually thereafter. 6. USE OF OPERATOR CUSTOMER INFORMATION 6.1 BT shall protect and be entitled to use Operator Customer Information in all respects in the same manner as BT Customer information contained in the BT NIS Database. 6.2 At the request of the police only, a BT Operator may ask a person whose telephone number is classified as Operator Ex-Directory Information if the person will accept a Call from the police. 6.3 BT shall be entitled to use, copy, modify, merge, re-sell, licence the use of, transfer or publish all information contained on the BT NIS Database and Phone Book Information (including entries based upon Operator Customer Information other than Operator Ex-Directory Information), which shall include publication by BT of any classified or unclassified directory provided that BT shall not use Operator Customer Information separately from the generality of information on the BT NIS Database or Phone Book Information. 6.4 BT shall be entitled to permit Third Party Operators in the United Kingdom and operators of Authorised Overseas Systems to access the BT DAS Database or the information contained therein for the purpose of providing Directory Information Services or telephone number information, respectively. 7. COMMENCEMENT AND TERMINATION 7.1 BT shall provide service under this Schedule on and from the later of: 7.1.1 a date one month after the date this Schedule was incorporated into the Agreement; or 7.1.2 such other date as the Parties may agree in writing. 7.2 The Operator may terminate the services provided under this Schedule by giving 3 months written notice to BT. ________________________________________________________________________________ PAGE 5 of 5 201 ANNEX C SCHEDULE 152 SUPPLY OF BT PHONE BOOKS 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix, unless stated otherwise is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "BT PHONE BOOK" one of BT's unclassified printed telephone directories relating to a particular geographical area and containing, in alphabetical order, the names, addresses and telephone numbers of BT Customers and customers of Third Party Operators. 2. DESCRIPTION OF SERVICE 2.1 This Schedule gives details of the supply of paperback versions of BT Phone Books to the Operator. In this Schedule, the London-wide Residential Phone Book shall count as two BT Phone Books for charging and delivery purposes. 3. SUPPLY OF BT PHONE BOOKS AT ANY TIME 3.1 BT shall supply BT Phone Books to the Operator following receipt of a written order in the agreed format recorded in the Phone Books Manual. The BT Phone Books shall be delivered to a single address within the United Kingdom specified by the Operator. 3.2 The charge for supply of BT Phone Books as provided for in paragraph 3.1 will be the price specified from time to time in the Carrier Price List and where applicable, be subject to the discounts set out therein where the BT Phone Books are delivered together against a single order to a single address. BT shall invoice the Operator following delivery of the BT Phone Books. 4. SUPPLY OF BT PHONE BOOKS AT A SCHEDULED PRINT DATE 4.1 BT shall provide to the Operator at approximately quarterly intervals, a list of the dates on which production of new or reprinted BT Phone Books will be completed during the subsequent twelve months. Where the Operator provides to BT a written order for more than 1000 of the same edition of BT Phone Books in the agreed format at least three months before the dates on ________________________________________________________________________________ PAGE 1 of 3 202 which production of new or reprinted BT Phone Books will be completed, BT shall: 4.1.1 accept the order subject to payment of a order charge specified from time to time in the Carrier Price List; 4.1.2 give the Operator the option of having the BT Phone Book put into a coloured wrapper without any of the loose inserts which BT would have packed with the BT Phone Book; 4.1.3 deliver the BT Phone Books to the Operator at a single address in the United Kingdom subject to the Operator's agreement to pay the Delivery Charges specified from time to time in the Carrier Price List. Where the order is for more than 10,000 BT Phone Books, BT shall provide a quotation for delivery upon request; 4.1.4 permit the Operator to collect the ordered BT Phone Books from BT's printing contractor subject to the Operator collecting the BT Phone Books on the day following the day when production is completed. In the event that the Operator fails to so collect the BT Phone Books, BT shall be entitled to charge the Operator reasonable sums for the removal and storage of the BT Phone Books. 4.2 If the Operator does not exercise the options set out in paragraph 4.1.2 to 4.1.4 and orders in excess of 1000 BT Phone Books for delivery, BT shall, at the Operator's request, arrange for the delivery of the BT Phone Books to those persons specified by the Operator, providing that the BT Phone Book concerned is one that BT distributes automatically to BT Customers in the same geographical area. The Operator shall: 4.2.1 provide an estimate of the number of addresses for which delivery is required, at least three months before the completion of the production of the BT Phone Books; 4.2.2 provide details of the names, full postal addresses, including postcodes and number of BT Phone Books to be delivered for each delivery address at least six weeks before completion of production (except for delivery of the London Business and Services Phone Book where details shall be provided to BT ten weeks before the completion of production). The details shall be supplied in the agreed written format or the agreed format on computer disk which is recorded in the Phone Books Manual. 4.3 BT shall procure that its delivery contractor provides the same delivery service to those persons specified by the Operator as it provides to BT Customers in that locality. 4.4 Where the Operator has ordered more BT Phone Books than are required for delivery the Operator will provide an address in the United Kingdom for ________________________________________________________________________________ PAGE 2 of 3 203 delivery of the balance of BT Phone Books. Where this address is in the delivery area for the BT Phone Books that are to be delivered on the Operator's behalf, then BT shall arrange for the delivery of the balance to be free of any additional delivery charge. Where the address is outside the delivery areas the Operator shall pay BT's reasonable delivery charge or collect the books from BT's printing contractor the day following completion of production. 4.5 Where the Operator has ordered less BT Phone Books than are required for delivery, BT shall make up the balance and will invoice the Operator for the balance at the price specified from time to time in the BT Retail Price List. 4.6 Where BT either fails to deliver a BT Phone Book in accordance with the instructions provided pursuant to paragraph 4.2.2 or delivers it in a damaged condition, BT shall arrange for that person to receive the BT Phone Books. However, BT shall only respond to enquiries relating to failure to deliver, the condition of BT Phone Books or the place where the BT Phone Book is left by BT's delivery contractor. 4.7 Where BT is to deliver BT Phone Books to addresses supplied by the Operator, the Operator shall provide a representative sample of 5% of each the residential addresses and the business addresses. This sample shall be used only for BT or its agents to check that BT delivery contractor has satisfactorily completed its tasks. For each address in the sample the Operator shall provide the name, address and telephone number in an agreed format which is recorded in the Phone Book Manual. 5. COMMENCEMENT, DURATION AND REVIEW 5.1 The Operator may place orders for BT Phone Books in accordance with the provisions of this Schedule on and from the date this Schedule was incorporated into the Agreement. However the notice periods set out in paragraph 4 above shall apply. 5.2 BT shall only be obliged to deliver the BT Phone Book to persons nominated by the Operator pursuant to paragraph 4.2 above until 31 May 1997. 5.3 If BT wishes to make a material change to the services set out in this Schedule or to cease delivery of BT Phone Books in accordance with this Schedule, it shall give the Operator 6 months written notice. The notice of such changes shall be a review notice in accordance with paragraph 19.1.3 of the main body of this Agreement. 6. CHARGING 6.1 The Operator shall pay BT the sums specified from time to time in the Carrier Price List for the supply of BT Phone Books. ________________________________________________________________________________ PAGE 3 of 3 204 ANNEX C SCHEDULE 153 SUPPLY OF CUSTOMISED TELEPHONE DIRECTORIES 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix, unless stated otherwise is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "BT PHONE BOOK" one of BT's unclassified printed telephone directories relating to a particular geographical area and containing, in alphabetical order, the names, addresses and telephone numbers of BT Customers and customers of Third Party Operators; "CUSTOMISED TELEPHONE a printed telephone directory conforming to DIRECTORY" the conditions set out in this Schedule and containing a Preface and the alphabetical section of a BT Phone Book listing names, addresses and telephone numbers; "PREFACE" the first 32 or 64 page section of a Customised Telephone Directory which precedes the alphabetical section; "PRINT COMPLETION DATE" the date on which BT's printing contractor plans to complete the printing of an edition of a BT Phone Book and any Customised Telephone Directories; "PRINT PROOF" a print of a page suitable for checking the accuracy, colour and printing quality; "COPY" art work suitable for the manufacture of printing plates, conforming to the specification set out in Appendix 153.1. 2. DESCRIPTION OF SERVICE 2.1 This Schedule describes the provision by BT of Customised Telephone Directories to the Operator. ________________________________________________________________________________ PAGE 1 of 8 205 3. ORDERING 3.1 BT shall provide to the Operator, at approximately quarterly intervals, a list of the known Print Completion Dates for new or reprinted BT Phone Books. 3.2 The Operator shall order Customised Telephone Directories by completing the order form set out in the Phone Books Manual such that it is received by BT not less than 4 calendar months before the Print Completion Date for the relevant edition of the BT Phone Book. 3.3 The minimum quantity per order for each edition of a Customised Telephone Directory is 5000. 3.4 If the Operator requires BT to deliver the Customised Telephone Directories it shall specify the delivery address in the order placed pursuant to paragraph 3.2. 4. COMPOSITION OF CUSTOMISED TELEPHONE DIRECTORIES 4.1 The cover and Preface shall conform to the Customised Telephone Directories Specification at Appendix 153.1. 5. NOTICES AND COPYRIGHT 5.1 The Operator shall include in a Customised Telephone Directory the notices set out in Appendix 153.2. 5.2 The Operator hereby indemnifies BT against any and all claims for infringement of any Intellectual Property Right of a Third Party in respect of material provided by the Operator to BT for inclusion in a Customised Telephone Directory. 5.3 BT hereby indemnifies the Operator against any and all claims for infringement of any Intellectual Property Right of a Third Party in respect of the alphabetical section of the Customised Telephone Directory except in so far as such information has been provided by the Operator. 6. PRODUCTION OF CUSTOMISED TELEPHONE DIRECTORIES 6.1 The Operator will supply to BT the Copy for all parts of the Customised Telephone Directories (except the alphabetical section) not less than 40 Working Days before the relevant Print Completion Date. 6.2 30 Working Days before the relevant Print Completion Date, BT shall provide to the Operator copies of Print Proofs of the cover of the Customised Telephone Directories. The Operator shall: a) approve the quality and accuracy of the Print Proof and notify BT in writing; or ________________________________________________________________________________ PAGE 2 of 8 206 b) notify BT in writing of those aspects of the quality or accuracy of the Print Proof that are not acceptable; not more than two Working Days from receipt of the Print Proof by the Operator. BT will use its reasonable endeavours to correct those aspects of the Print Proof to which the Operator objects. If practicable BT shall change the Print Proofs and resubmit Print Proofs for further approval by the Operator. If the Operator accepts the quality and accuracy of these resubmitted Print Proofs, the Operator shall indicate its approval in writing to BT within one Working Day of receipt of such resubmitted Print Proof. If the Operator rejects the resubmitted Print Proofs (or fails to notify BT of its acceptance of the Print Proofs within the periods specified above) the order for such Customised Telephone Directories will be deemed to be cancelled. Approval shall be indicated by completion of the relevant form set out in the Phone Book Manual to BT. 6.3 Customised Telephone Directories shall be placed on pallets which, when loaded, shall each be wrapped in stretch film. 7. DELIVERY OR COLLECTION OF CUSTOMISED TELEPHONE DIRECTORIES 7.1 Unless the Operator has requested delivery by BT, the Operator shall collect the Customised Telephone Directories from the address specified by BT within one Working Day of the Print Completion Date or such later date as may be specified by BT. 7.2 Subject to an order being placed in accordance with paragraph 3.2, BT will deliver Customised Telephone Directories to a single address in the United Kingdom. 8. COMMENCEMENT, DURATION AND REVIEW 8.1 BT shall accept orders for Customised Telephone Directories from the date this Schedule was incorporated into the Agreement. 8.2 BT shall not be obliged to provide Customised Telephone Directories pursuant to this Schedule after 30th September 1998. 8.3 Where the Operator has previously ordered and BT intends to cease provision of Customised Telephone Directories, BT shall send a notice to the Operator on or before 31 March 1998 stating such intention. 9. CHARGING 9.1 The Operator will pay to BT the charges specified from time to time in the Carrier Price List for the supply of Customised Telephone Directories. ________________________________________________________________________________ PAGE 3 of 8 207 9.2 If an order is cancelled by the Operator or deemed to be cancelled, the Operator shall pay to BT the cancellation fee specified from time to time in the Carrier Price List. ________________________________________________________________________________ PAGE 4 of 8 208 APPENDIX 153.1 SPECIFICATION FOR THE COVERS AND PREFACES OF CUSTOMISED TELEPHONE DIRECTORIES 1. COVER The cover will be 4 pages only plus spine (outside front - page 1, inside front - page 2, inside back - page 3, outside back plus spine - page 4 produced by the Offset Litho process. Maximum finished size: 210mm wide x 297mm deep Maximum Image Areas: a) No Bleed 204mm wide x 291 mm deep b) With Bleed 216mm wide x 303 mm deep Maximum screen value for Halftone reproduction: Cover pages 1 and 4 = 150# Cover pages 2 and 3 = 120# The Operator shall supply cover origination material as follows: Cover pages 1 & 4 - same size film positives, separated for standard 4 colour process printing (Yellow, Cyan, Magenta and Black), film must be adjustable for spine wide. Cover pages 2 & 3 - same size film positives, separated for standard 4 colour process printing (Yellow, Cyan, Magenta and Black) for each page. Film shall be supplied with the image "right" reading (not reversed) and emulsion side down. All colour separated film shall be supplied with a full set of colour progressive proofs for colour matching on BT printer's printing press. The Preface shall be paginated and printed as follows: a) 32 page section printed in "Black" ink only b) 32 page section printed in "2 colours" (black and cyan) as BT preface c) 64 page section printed in "Black" ink only d) 64 page section printed in "2 colours" (black and cyan) as BT preface The maximum acceptable image area for each page is: a) 190mm wide x 282 mm deep (image centred on finished page size) Maximum screen value for Halftone reproduction: 100# Maximum tint value for second colour underlay: 25% ________________________________________________________________________________ PAGE 5 of 8 209 Note: Text pages cannot be bled to the head or tail of the book, foredge bleed can be accepted, if required, the bleed image area must be extended to 216mm wide. 6mm is trimmed off the spine as part of the binding process. The Operator shall supply Customised preface origination material as follows: same size film positives, separated for 2 colour printing if required. Final film shall be supplied with the image "right" reading (not reversed) with the emulsion side down. ________________________________________________________________________________ PAGE 6 of 8 210 APPENDIX 153.2 NOTICES 1. The front cover of each Customised Telephone Directory shall be dated with the month and year of production. 2. The front cover shall have a notice to the effect that the Customised Telephone Directory contains telephone numbers of BT Customers and those of certain other licensed telephone operators. 3. The Preface shall contain the following notices: (a) COMPILATION. British Telecommunication plc compiles the alphabetical section of this Directory. Every care is taken to render the section as accurate as possible, but British Telecommunications plc cannot accept any responsibility for loss or damage which may arise or result from errors or omissions. The contents of the alphabetical section relate to the latest information available to British Telecommunications plc at the time of going to print which may have altered before this copy of the Directory is issued or may be altered subsequently, without amendment to the alphabetical section. Any information which may assist in maintaining the accuracy of entries in future editions of this Directory will be appreciated and should be sent to (Operator Contact point). In no circumstances will British Telecommunications plc be liable in respect of any error or omission from the alphabetical section of this Directory. (b) COPYRIGHT Alphabetical section (C) British Telecommunications plc Copyright reserved 1. No reproduction of the alphabetical section of the Directory, in whole or in part, is allowed without prior permission in writing to British Telecommunications plc. 2. The alphabetical section of this Directory, in whole or in part, may not be stored in a retrieval system of any kind without prior permission in writing of British Telecommunications plc. 3. Attention is directed to Section 107 of the Copyright, Designs and Patents Act 1988 which make it a criminal offence to perform, without authorisation certain acts in relation to copyright material. ________________________________________________________________________________ PAGE 7 of 8 211 4. British Telecommunications plc may take legal action against any person responsible for the unauthorised reproduction or storage in a retrieval system of the alphabetical section of this Directory. _______________________________________________________________________________ PAGE 8 OF 8 212 ANNEX C SCHEDULE 541 OPERATOR TELEPHONY CALLS TO THE OPERATOR SYSTEM 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix unless stated otherwise, is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "ADC CALL CATEGORY one of Local ADC (Transfer Charge Calls) or National (TRANSFER CHARGE CALLS)" ADC (Transfer Charge Calls), as appropriate; "LOCAL ADC (TRANSFER the contributions towards BT's Access Deficit CHARGE CALLS)" that apply to Transfer Charge Calls where, if Calls were conveyed wholly within the BT System between the same originating and terminating points (Calls made or received on mobile terminal apparatus shall for this purpose be treated as originating or terminating at the relevant wireless telegraphy station carrying the Call), such Calls would be classified as local calls in the BT Retail Price List; "NATIONAL ADC (TRANSFER the contributions towards BT's Access Deficit that CHARGE CALLS)" apply to Transfer Charge Calls where, if Calls were conveyed wholly within the BT System between the same originating and terminating points (Calls made or received on mobile terminal apparatus shall for this purpose be treated as originating or terminating at the relevant wireless telegraphy station carrying the Call), such Calls would be classified as national calls in the BT Retail Price List; "OPERATOR SEGMENT CALL" an Operator Telephony Call handed over from the BT System to the Operator System, switched by one or more Operator Exchanges to an Operator Network Termination Point. ________________________________________________________________________________ PAGE 1 OF 4 213 2. DESCRIPTION OF SERVICE 2.1 Subject to the provisions of this Schedule, the Operator shall convey Operator Telephony Calls handed over from the BT System to the appropriate Operator Network Termination Point. 2.2 Operator International Incoming Calls, Operator Transit Calls, Operator BT to BT Transit Calls and Calls to Ancillary Services are not conveyed pursuant to this Schedule. 2.3 The Parties shall agree in advance all necessary technical requirements, including Call set-up and cleardown sequences, for the conveyance of Calls pursuant to this Schedule. 2.4 The Operator's obligation to convey Operator ISDN Telephony Calls is subject to the respective Systems and all relevant Switch Connections of both Parties being suitable for the conveyance of Operator ISDN Telephony Calls. 2.5 The Operator shall not be obliged under this Schedule to make its System suitable for the conveyance of Operator ISDN Telephony Calls or to provide equipment to its Customers enabling Operator ISDN Telephony Calls. 2.6 The Operator shall convey Operator Telephony Calls during those periods of time and at the same standard and quality of service as the Operator conveys similar Calls. 2.7 Each Party shall correct faults which occur in its System which affect the conveyance of Operator Telephony Calls in accordance with such Party's normal engineering practices. For the avoidance of doubt, neither Party warrants that its System is, or will be, free from faults. 3. ROUTING 3.1 The conveyance of Operator Telephony Calls shall be in accordance with the routing principles specified in Annex A. 4. CHARGING 4.1 For the conveyance of each Operator Telephony Call by the Operator, BT shall pay the Operator a charge calculated in accordance with the rate for such a Call specified from time to time in the Carrier Price List. 4.2 For the conveyance of each Operator Telephony Call by the Operator, which is also a Transfer Charge Call, the Operator shall pay BT a charge calculated in accordance with the rate for such a Call specified from time to time in the Carrier Price List, and BT shall pay no charge to the Operator pursuant to the preceding paragraph 4.1. ________________________________________________________________________________ PAGE 2 of 4 214 4.3 For the conveyance of each Operator Telephony Call by the Operator, which is also a Transfer Charge Call, made by a Calling Party from a BT Public Call Box or a BT Temporary Call Box (each as defined in Condition 11 of the BT Licence), the Operator shall pay BT for each such Call, in addition to any other charges, the BT Payphone Access Levy specified from time to time in the Carrier Price List. 5. CONTRIBUTIONS TO BT'S ACCESS DEFICIT 5.1 Subject to the provisions of this paragraph 5, the Operator shall pay for each Operator Telephony Call which is also a Transfer Charge Call, a contribution to BT's Access Deficit at the rate specified for the ADC Call Category (Transfer Charge Calls) specified in the Carrier Price List from time to time. For these purposes, the ADC Call Category (Transfer Charge Calls) shall be ascertained at the time when the Answer Signal is generated. 5.2 If, prior to the date of the Agreement, either Party has requested the Director General pursuant to Condition 13.5A of the BT Licence to reduce the contribution to be made by the Operator towards BT's Access Deficit, then payment of the contribution referred to in such request shall be suspended until the Director General has dealt with the request. 5.3 If, following a request referred to in paragraph 5.2, the Director General determines not to reduce the contribution or determines that a partial contribution shall be payable by the Operator towards BT's Access Deficit, such contribution shall be payable accordingly with effect from the date of this Agreement. The Operator shall pay any outstanding contribution not later than one month after the date of such determination. 5.4 If, following a request referred to in paragraph 5.2, the Director General determines that no contribution shall be payable by the Operator towards BT's Access Deficit no such contribution shall be payable under paragraph 5.1. 5.5 If the Director General at any time determines pursuant to Condition 13.5A of the BT Licence that the contribution payable by the Operator towards BT's Access Deficit should be varied or a contribution becomes payable in accordance with Condition 13.5A of the BT Licence then the Agreement shall be varied accordingly. 6. COMMENCEMENT 6.1 The Operator shall convey Operator Telephony Calls handed over from the BT System commencing on a date to be agreed in writing by the Parties. ________________________________________________________________________________ PAGE 3 of 4 215 7. REVIEW 7.1 The Review Date for charges for the conveyance of Operator Telephony Calls shall be 1 April each year. _______________________________________________________________________________ PAGE 4 OF 4 216 ANNEX C SCHEDULE 545 OPERATOR INTERNATIONAL INCOMING CALLS FROM AUTHORISED OVERSEAS SYSTEMS VIA THE BT SYSTEM HANDED OVER TO THE OPERATOR SYSTEM 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix unless stated otherwise, is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "OPERATOR SEGMENT CALL" an Operator International Incoming Call handed over from the BT System to the Operator System, switched by one or more Operator Exchanges, to an Operator Network Termination Point. 2. DESCRIPTION OF SERVICES 2.1 Subject to the provisions of this Schedule, the Operator shall convey Operator International Incoming Calls handed over from the BT System to the appropriate Operator Network Termination Point. 2.2 Operator Telephony Calls, Operator Transit Calls, Operator BT to BT Transit Calls and Calls to Ancillary Services are not conveyed pursuant to this Schedule. 2.3 The Parties shall agree in advance all necessary technical requirements, including Call set-up and cleardown sequences, for the conveyance of Calls pursuant to this Schedule. 2.4 The Operator's obligation to convey Operator ISDN International Incoming Calls is subject to the Authorised Overseas System and the respective Systems and all relevant Switch Connections of both Parties being suitable for the conveyance of Operator ISDN International Incoming Calls. 2.5 The Operator shall not be obliged under this Schedule to make its System suitable for the conveyance of Operator ISDN International Incoming Calls or to provide equipment to its Customers enabling Operator ISDN International Incoming Calls. 2.6 The Operator shall convey Operator International Incoming Calls during those periods of time and at the same standard and quality of service as the Operator conveys similar Calls. _______________________________________________________________________________ PAGE 1 of 2 217 2.7 Each Party shall correct faults which occur in its System which affect the conveyance of Operator International Incoming Calls in accordance with such Party's normal engineering practices. For the avoidance of doubt, neither Party warrants that its System is, or will be, free from faults. 3. ROUTING 3.1 The conveyance of Operator International Incoming Calls shall be in accordance with the routing principles specified in Annex A. 4. CHARGING 4.1 For the conveyance of each Operator International Incoming Call by the Operator, BT shall pay the Operator a charge calculated in accordance with the rate for such a Call specified from time to time in the Carrier Price List. 4.2 For the conveyance of each Operator International Incoming Call by the Operator, which is also a Transfer Charge Call, the Operator shall pay BT a charge calculated in accordance with the rates for such a Call specified from time to time in the Carrier Price List, and BT shall pay no charge to the Operator pursuant to paragraph 4.1. 5. COMMENCEMENT 5.1 The Operator shall convey Operator International Incoming Calls handed over from the BT System commencing on a date to be agreed in writing by the Parties. 6. REVIEW 6.1 The Review Date for Operator International Incoming Calls shall be 1 April each year. ________________________________________________________________________________ PAGE 2 of 2 218 ANNEX C SCHEDULE 546 OPERATOR BT TO BT TRANSIT CALLS (PORTED) VIA THE OPERATOR SYSTEM 1. DEFINITIONS 1.1 In this Schedule, a reference to a paragraph or Appendix unless stated otherwise, is to a paragraph or Appendix of this Schedule. Words and expressions have the meaning given in Annex D, except as shown below: "CENTREX" a partition of an Exchange used to provide business features and short code dialling as required by Customers; "DDI" direct dialling in: "DONOR" the Party from whose System the Number is being ported; "DONOR SYSTEM" the System from which the Number is being ported; "OPERATOR SEGMENT BT TO BT TRANSIT CALL" an Operator BT to BT Transit Call, handed over from the BT System to the Operator System, switched by one or more Operator Exchanges, and handed over from the Operator System to the BT System; "NUMBER" shall have the meaning ascribed thereto in Condition 34B of the BT Licence, and for the purposes of this Agreement there shall be excluded Numbers allocated to ISDN exchange lines and to Number Groups used for Centrex, DDI private branch exchanges or other private branch exchange purposes; "NUMBER GROUP" a range of consecutive Numbers used as a group by a Party for certain functional or Customer purposes; "NUMBER PORTABILITY" an arrangement between the Parties whereby a Customer ceases to be provided with a Network Termination Point by the Donor System and such Customer (at the same address and at the same set of ________________________________________________________________________________ PAGE 1 of 3 219 premises) is provided with a Network Termination Point by the Recipient System, such Network Termination Point having the same Number as had the Number Termination Point ceased on the Donor System; "RECIPIENT" the Party to whose System the Number is being ported; "RECIPIENT SYSTEM" the System to which the Number is being ported. 2. DESCRIPTION OF SERVICE 2.1 Subject to the provisions of this Schedule, the Operator shall convey an Operator BT to BT Transit Call handed over from the BT System to the Operator System, to be handed back by the Operator System (as the Donor System) to the BT System (as the Recipient System) pursuant to Schedule 04 (Number Portability) for delivery to a BT Network Termination Point. 2.2 Operator Telephony Calls, Operator Transit Calls and Operator BT to BT Transit Calls (other than for the purposes of Number Portability) are not conveyed pursuant to this Schedule. 2.3 The Parties shall agree in advance all necessary technical requirements, including Call set-up and cleardown sequences, for the conveyance of Calls pursuant to this Schedule. 2.4 The Operator's obligation to convey Operator ISDN BT to BT Transit Calls is subject to the respective Systems and all relevant Switch Connections of both Parties being suitable for the conveyance of Operator ISDN BT to BT Transit Calls. 2.5 The Operator shall convey Operator BT to BT Transit Calls during those periods of time and at the same standard and quality of service as the Operator conveys similar Calls. 2.6 Each Party shall correct faults which occur in its System which affect the conveyance of Operator BT to BT Transit Calls in accordance with such Party's normal engineering practices. For the avoidance of doubt, neither Party warrants that its System is, or will be, free from faults. ________________________________________________________________________________ PAGE 2 of 3 220 3. ROUTING 3.1 The conveyance of Operator BT to BT Transit Calls, shall be in accordance with the routing principles specified in Annex A. 4. CHARGING 4.1 For the conveyance of each Operator BT to BT Transit Call by the Operator, BT shall pay the Operator a charge calculated in accordance with the rate for such a Call specified from time to time in the Carrier Price List. 5. REVIEW 5.1 The Review Date for Operator BT to BT Transit Calls shall be 1 April each year. ________________________________________________________________________________ PAGE 3 of 3 221 ANNEX D DEFINITIONS In this Agreement, words and expressions have the following meanings: "ACCESS CODE" a three or four digit code or a number commencing with the digits 0800 followed by a seven digit number which initiates an Indirect Access Call; "ACCESS DEFICIT CONTRIBUTION" the contribution to the funding of the BT Access Deficit payable by the Operator to BT pursuant to Condition 13.5A.3 and assessed in accordance with Condition 13.5A.4 both being Conditions of the BT Licence; "ACO PERIOD" the period covered by an Advance Capacity Order; "ACT" Telecommunications Act 1984; "ACTUAL CHARGE" the charge (or the means of calculating that charge) for a Standard Service paid by a Network Provider to BT in respect of the whole or part of the Financial Year In Question which is less than the Interim Charge (whether as a result of the operation of Condition 24F or following the consent of the Director General to that lesser charge pursuant to Condition 16B.5 being Conditions of the BT Licence); "ADDRESS COMPLETE MESSAGE" a signalling message required by the originating System to indicate that sufficient address digits have been received and that a transmission path should be set up; "ADVANCE CAPACITY ORDER" that part of the Capacity Profile which sets out the Capacity ordering intentions of the relevant Party over the first four months of the Capacity Profile and has the contractual consequences outlined in Annex A; "AFN" the first three digits immediately after a Director Area Number; ________________________________________________________________________________ PAGE 1 of 30 222 "AGREEMENT" this agreement, the Carrier Price List, the Annexes, Schedules, Appendices and Specifications; "ANCILLARY SERVICE" (a) a service which does not solely comprise the conveyance of Calls; or (b) a Call, except a Transfer Charge Call, where the Calling Party is not required to pay all of the charges associated with that Call; or (c) a Call where the Calling Party is charged at a rate which includes an element over and above the charge for conveyance of that Call; "ANNEX" annex A, B, C or D attached to this Agreement; "ANSWER SIGNAL" the signal required by the originating network to indicate that the transmission path is complete; "APPENDIX" an appendix to a Schedule in Annex C; "APPROVED AUDITOR" a Party's auditor appointed in accordance with the Companies Act 1985 or such firm of chartered accountants which a Party may (subject to the other Party's written approval) appoint (such approval not to be unreasonably withheld or delayed); "ASR" the Answer Seize Ratio expressed as a percentage of Calls, which were successfully switched and which received an answer, compared to Call attempts, during a particular measurement period; "ASSOCIATED COMPANY" in relation to a Party:- (a) its Subsidiary or Holding Company of that Party or another Subsidiary of such Holding Company; or (b) an associated company (as defined in Statement of Standard Accounting _______________________________________________________________________________ PAGE 2 OF 30 223 Practice No. 1 issued by the Institute of Chartered Accountants in England and Wales) of that Party's Holding Company; "AUTHORISED OVERSEAS SYSTEM" has the meaning in schedule 1 part 1 of the BT Licence as in force at the date of this Agreement; "BILLING INFORMATION" such information provided pursuant to Annex B by one Party to the other including, without limitation: (a) such information as is necessary to ascertain the charges payable by each Party under this Agreement; and (b) Interconnect Usage Reports, TIBS Billing Information and Refund Reports, information provided by INCA, and by the Operator's equivalent of TIBS and/or INCA; "BILLING PARTY" the Party to whom charges are payable by the other Party pursuant to this Agreement; "BILLING PERIOD" unless otherwise agreed in writing, the period of a calendar month commencing on the first day of a month; "BILLING SYSTEM" a system to collate Billing Information and prepare invoices relating to charges payable by each Party under this Agreement; "BRITISH ISLES" United Kingdom, Channel Islands, Isle of Man and Republic of Ireland; "BT" British Telecommunications public limited company; "BT'S ACCESS DEFICIT" has the meaning given to Access Deficit in Condition 13.5A.3 of the BT Licence as in force at the date of this Agreement; ________________________________________________________________________________ PAGE 3 of 30 224 "BT ANALOGUE LOCAL EXCHANGE" OR "BT ALE" a TXE 4 or TXE 4A analogue local Switch in the BT System; "BT BASIC INTERNATIONAL a Call, received by the Operator System from INCOMING CALL" an Authorised Overseas System, comprising the minimum service features necessary to support a speech path through the BT System, handed over from the Operator System to the BT System, destined for a telephone number of a BT Network Termination Point, being a Call available for the conveyance of Messages; "BT BASIC INTERNATIONAL a Call, destined for an Authorised Overseas OUTGOING CALL" System, comprising the minimum service features necessary to support a speech path through the BT System, handed over from the Operator System to the BT System if a rate for such a Call is specified from time to time in the Carrier Price List, being a Call available for the conveyance of Messages; "BT BASIC OPERATOR TO a Call comprising the minimum service features OPERATOR TRANSIT CALL" necessary to support a speech path through the BT System, handed over from the Operator System to the BT System destined for the Operator System, if a rate for such a Call is specified from time to time in the Carrier Price List being a Call available for the conveyance of Messages; "BT BASIC TELEPHONY CALL" a Call, comprising the minimum service features necessary to support a speech path through the BT System, handed over from the Operator System to the BT System, destined for a telephone number of a BT Network Termination Point, being a Call available for the conveyance of Messages; "BT BASIC TRANSIT CALL" a Call comprising the minimum service features necessary to support a speech path through the BT System, handed over from the Operator System to the BT System destined for a Third Party Operator's system, being a Call available for the conveyance of Messages; ________________________________________________________________________________ PAGE 4 of 30 225 "BT CHARGE GROUP" a geographical area designated from time to time by BT, and used for retail charges as specified in the BT Retail Price List; BT DIGITAL LOCAL EXCHANGE" OR a digital Switch in the BT System which Switch "BT DLE" connects by that Switch alone Calls from analogue exchanges, RCUs or Exchange Lines; "BT DJSU" a digital tandem Switch in the London Director Area (currently known as a Digital Junction Switching Unit) in the BT System which provides access to certain BT Digital Local Exchanges, BT DLTEs, BT ALEs and/or other BT DJSUs in such Director Area and adjacent BT Charge Groups; "BT DLTE" a digital Switch in the BT System which Switch connects by that Switch alone Calls from analogue exchanges, RCUs or Exchange Lines and which provides access to directly connected BT Digital Local Exchanges and directly connected BT ALEs; "BT DMSU" a digital tandem Switch (currently known as a Digital Main Switching Unit) in the BT System, which provides access to other BT Exchanges; "BT EXCHANGE" a BT Analogue Local Exchange, a BT Digital Local Exchange, a BT DLTE, a BT Tandem Exchange or a BT ISC and such other Switch which the Parties may from time to time agree is a BT Exchange; "BT INTERNATIONAL INCOMING CALL" either a BT Basic International Incoming Call or a BT ISDN International Incoming Call; "BT INTERNATIONAL OUTGOING CALL" either a BT Basic International Outgoing Call or a BT ISDN International Outgoing Call; "BT ISC" a BT Exchange notified to the Operator pursuant to paragraph 3.1.1 of Annex A ________________________________________________________________________________ PAGE 5 of 30 226 which is used exclusively for switching Calls to, or received from Authorised Overseas Systems; "BT ISDN TELEPHONY CALL" a Call, comprising service features additional to the minimum features necessary to support a speech path through the BT System, being service features described as bearer services, teleservices or supplementary services in the ETSI Memorandum of Understanding on the Implementation of European ISDN Service, handed over from the Operator System to the BT System, destined for a telephone number of a BT Network Termination Point, being a Call available for the conveyance of Messages; "BT ISDN INTERNATIONAL a Call, received by the Operator System from INCOMING CALL" an Authorised Overseas System, comprising service features additional to the minimum features necessary to support a speech path through the BT System, being service features described as bearer services, teleservices or supplementary services in the ETSI Memorandum of Understanding on the Implementation of European ISDN Service, handed over from the Operator System to the BT System, destined for a telephone number of a BT Network Termination Point, being a Call available for the conveyance of Messages; "BT ISDN INTERNATIONAL a Call, destined for an Authorised Overseas OUTGOING CALL" System, comprising service features additional to the minimum features necessary to support a speech path through the BT System, being service features described as bearer services, teleservices or supplementary services in the ETSI Memorandum of Understanding on the Implementation of European ISDN Service, handed over from the Operator System to the BT System, if a rate for such a Call is specified from time to time in the Carrier Price List, being a Call available for the conveyance of Messages; ________________________________________________________________________________ PAGE 6 of 30 227 "BT ISDN OPERATOR TO OPERATOR a Call comprising service features additional TRANSIT CALL" to the minimum features necessary to support a speech path through the BT System, being service features described as bearer services, teleservices or supplementary services in the ETSI Memorandum of Understanding on the Implementation of European ISDN Service, handed over from the Operator System to the BT System, destined for the Operator System, if a rate for such a Call is specified from time to time in the Carrier Price List being a Call available for the conveyance of Messages; "BT ISDN TRANSIT CALL" a Call comprising service features additional to the minimum features necessary to support a speech path through the BT System, being service features described as bearer services, teleservices or supplementary services in the ETSI Memorandum of Understanding on the Implementation of European ISDN Service, handed over from the Operator System to the BT System, destined for a Third Party Operator's system, being a Call available for the conveyance of Messages; "BT OPERATOR TO OPERATOR either a BT Basic Operator to Operator Transit TRANSIT CALL" Call or a BT ISDN Operator to Operator Transit Call; "BT LICENCE" the licence granted to BT pursuant to section 7 of the Act under which BT runs the BT System; "BT OPERATOR" a person who answers Calls for directory or operator assistance, Emergency Calls and other similar Calls for BT; "BT PAYPHONE ACCESS LEVY" the charge payable by the Operator for the use of a BT Public Call Box or a BT Temporary Call Box (each as defined in Condition 11 of the BT Licence) to originate a Call. ________________________________________________________________________________ PAGE 7 of 30 228 "BT PRS CALL" a Call to a PRS: (a) for which if such Call originated on the BT System, the person responsible for payment would pay a charge higher than that which would apply to a directly dialled BT Telephony Call of equivalent distance and duration; and (b) where payment is made by BT to a BT PRS Service Provider and where payment takes into account the number or duration of Calls to that BT PRS Service Provider; "BT PRS SERVICE PROVIDER" a person having a contract with BT for the delivery of BT PRS Calls; "BT PRS SUB SERVICE PROVIDER" a person having an arrangement for the delivery of BT PRS Calls, whether or not legally binding, with a BT PRS Service Provider; "BT RETAIL PRICE LIST" the retail price list published by BT from time to time pursuant to Condition 16 of the BT Licence; "BT SWITCH CONNECTION" a BT Exchange at which Calls handed over: (a) from the Operator System are initially switched; or (b) to the Operator System are finally switched; by BT; "BT SYSTEM" the applicable system described in Annex A of the BT Licence as in force at the date of this Agreement; "BT TANDEM EXCHANGE" a BT DMSU or a BT DJSU; "BT TELEMESSAGE" has the meaning given to the term "Telemessage" in the BT Retail Price List; ________________________________________________________________________________ PAGE 8 of 30 229 "BT TELEPHONY CALL" either a BT Basic Telephony Call or a BT ISDN Telephony Call; "BT TRANSIT CALL" either a BT Basic Transit Call or a BT ISDN Transit Call; "CALL" a transmission path through Telecommunication Systems for the sending of Messages, and a reference to conveyance of a Call by a Party means the establishment by that Party of a transmission path through that Party's System and the conveyance by that Party in accordance with this Agreement of a Message (if any) over such transmission path; "CALLED PARTY" a person who receives a Call; "CALLING PARTY" a person who initiates a Call; "CAPACITY" capacity in units of 2 Mbit/s on Interconnect Links; "CAPACITY ORDER" an order for Capacity placed by one Party on the other, pursuant to Annex A; "CAPACITY PROFILE" a profile of future Capacity ordering intentions over a 12 month period as presented by one Party to the other pursuant to Annex A; "CAPACITY PROVISION" the provision of new or additional Capacity; "CAPACITY RE-ARRANGEMENT" the re-use of Capacity previously provided by one Party to the other, where, in each case, the Point of Connection and the buildings containing the Switch Connections remain the same; "CARRIER PRICE LIST" the price list having that name which contains charges for Standard Services consistent with the full list of Standard Services maintained by BT pursuant to Condition 16B.8 of the BT Licence, charges for services provided by the Operator and some other charges and information; ________________________________________________________________________________ PAGE 9 of 30 230 "CARRIER CHARGE BAND such reference data (including EBC matrix, REFERENCE DATA" complementary retail file and associated files) as BT shall from time to time make available to the Operator, being data for the preparation and validation of Billing Information for Calls; "CHARGEABLE CALL" a Call for which a charge is made pursuant to this Agreement; "CHARGEABLE CALL DURATION" the duration of a Chargeable Call measured: (a) for a Call (other than an International Call), to the nearest second (or such greater accuracy as the Parties may agree in writing); (b) for an International Call to not less than the nearest second; commencing with the receipt of an Answer Signal and ceasing with the receipt of a Release Signal at the point of recording by the Party recording the relevant Billing Information; "CLI" has the meaning given to Calling Line Identification in the draft "Code of Practice for Network Operators in relation to Calling Line Identification Display Services and other Related Services" Version 6 dated 16 November 1994 as the same may be amended or replaced from time to time; "COMPETITIVE STANDARD SERVICE" a Standard Service the market for which is determined by the Director General to be competitive pursuant to Condition 16B.6 of the BT Licence; "CONDITION" a condition of the BT Licence or the Operator Licence as the case may be as in force at the date of this Agreement, unless otherwise stated; "CONFIDENTIAL INFORMATION" any information, in whatever form, which in the case of written or electronic information is clearly designated as confidential and which, in the case of information disclosed ________________________________________________________________________________ PAGE 10 of 30 231 orally, is identified at the time of disclosure as being confidential or is by its nature confidential and including such Confidential Information already disclosed by either Party to the other prior to the date of this Agreement but excluding any information which: (a) is in or comes into the public domain other than by reason of a breach of this Agreement; or (b) is previously known on a non-confidential basis to the Receiving Party at the time of its receipt; or (c) is independently generated, developed or discovered at any time by or for the Receiving Party; or (d) is subsequently received from a Third Party without any restriction on disclosure; "CONVEYANCE STANDARD SERVICE" a Standard Service the charge for which may be determined pursuant to Condition 13.5A of the BT Licence; "CUSTOMER" as the context requires: (a) a person having a contract with either or both Parties for the provision of telecommunication services by means of that Party's System; or (b) a user of telecommunication apparatus directly connected to the BT System or the Operator System; or (c) a person having a contract with a reseller of telecommunication services to be provided by means of either the BT System or the Operator System or a user of telecommunication apparatus authorised by that person; "CUSTOMER SITED INTERCONNECT" an Interconnect Link provided pursuant to Schedule 130 of Annex C; ________________________________________________________________________________ PAGE 11 of 30 232 "CUSTOMER SERVICE PLAN" a document containing details of individuals, addresses and telephone numbers for ordering or maintenance of the services provided pursuant to this Agreement; "D" the first digit immediately following the NNG; "DATA MANAGEMENT AMENDMENT" such reconfiguration of the BT System or the Operator System as is necessary for access, routing and charging of Calls; "DAYTIME" the period of time between 0800 and 1800 on Monday to Friday or such other period of time as shall be agreed between the Parties; "DE" the first two digits immediately following the NNG; "DEFAULT INTEREST RATE" four per cent (4%) above the rate per annum as displayed on the "LIBP" page (or such other page whatever its designation on which London Inter-Bank Offered Rates of major banks for three months sterling deposits are for the time being displayed) on the Reuters Monitor Money Rates Services provided that if the offered rates of less than two banks are so displayed then "LIBOR" shall be the arithmetic mean as determined by the Party charging interest of the offered quotations of two leading clearing banks in London, selected by such Party for three months sterling deposits. Such interest shall be calculated on a daily basis; "DIRECTOR AREA" an area comprising certain major United Kingdom conurbations which area is delimited by a Director Area Number; "DIRECTOR AREA NUMBER" the code (excluding the leading zero) comprising 3 digits for telephone numbers in certain major United Kingdom conurbations; "DIRECTOR GENERAL" the Director General of Telecommunications; ________________________________________________________________________________ PAGE 12 of 30 233 "DISCLOSING PARTY" a Party disclosing information to the other Party; "DISPUTE" a disagreement between the Parties excluding breaches of this Agreement; "DUE DATE" a date which is 30 calendar days after the date of an invoice; "E" the first digit immediately following the D; "EFFECTIVE DATE" a date referred to by that name in the Carrier Price List or in a Schedule being the date on which a charge or a variation of a charge referred to in the Carrier Price List or a Schedule takes effect; "EMERGENCY CALL" a 999 or 112 Call handed over from the Operator System to the BT System; "EMERGENCY CENTRE" premises where BT Operators answer Emergency Calls; "EMERGENCY ORGANISATION" the relevant local public police, fire, ambulance and coastguard services and other similar organisation providing assistance to the public in emergencies; "ETSI" the European Telecommunications Standards Institute; "EVENING" periods of time not being either Daytime or Weekend or such other period of time as shall be agreed between the Parties; "EXCHANGE LINE" has the meaning in schedule 1 part 1 of the BT Licence as in force at the date of this Agreement; "FINAL CHARGE" in the case of charges payable to BT the charge (or the means of calculating that charge) for a Standard Service (other than a Competitive Standard Service) for each Financial Year In Question recalculated and redetermined by the Director General based on the Financial Statement for the Financial Year In Question in accordance with ________________________________________________________________________________ PAGE 13 of 30 234 Condition 13.5A.3B or 13.5C.6 of the BT Licence; and in the case of charges payable to the Operator the charge (or the means of calculating that charge) for a service provided by the Operator to BT for each Financial Year In Question agreed between the Parties in writing or determined by the Director General based on the audited figures relating to that service for the relevant year or, if those figures are not available, the most recent audited figures which are available or, if no audited figures are available the best information available to the Director General in accordance with Condition 13.5B.1A of the BT Licence; "FINANCIAL STATEMENT" has the meaning in Condition 20B of the BT Licence; "FINANCIAL YEAR" a period of one year used for accounting purposes; "FINANCIAL YEAR IN QUESTION" a period of one year ending each 31 March in respect of which a charge is payable for services provided during that year; "FORECAST" unless otherwise specified, has the meaning in Condition 13.5A.3A of the BT Licence; "FRBS STATEMENT" has the meaning in Condition 13.5A.3C (b) of the BT Licence; "FULLY PROVIDED" Capacity on a Traffic Route which will carry all the relevant Traffic Streams at the planned grade of service; "G703 INTERFACE" an interface meeting the requirements of ITU-T Recommendation G703 (Geneva 1991); "GENERIC ELECTRICAL AND BT's Generic Electrical and Physical Interface PHYSICAL INTERFACE Specification, as amended or substituted from SPECIFICATION" time to time with the Parties' agreement including without ________________________________________________________________________________ PAGE 14 of 30 235 limitation changes pursuant to paragraphs 3.2 or 3.3 of Annex A; "GENERIC SDH INTERFACE BT's Generic Synchronous Digital Hierarchy SPECIFICATION" Interface Specification, as amended or substituted from time to time with the Parties' agreement including without limitation changes pursuant to paragraphs 3.2 and 3.3 of Annex A; "GENERIC C7 SIGNALLING BT's Generic C7 Signalling Interface INTERFACE SPECIFICATION" Specification, as amended or substituted from time to time with the Parties' agreement including without limitation changes pursuant to paragraphs 3.2 or 3.3 of Annex A; "GENERIC TRANSMISSION BT's Generic Transmission Interface INTERFACE SPECIFICATION" Specification, as amended or substituted from time to time with the Parties' agreement including without limitation changes pursuant to paragraphs 3.2 or 3.3 of Annex A; "GSM" Global System for Mobile Communications; "HOLDING COMPANY" has the meaning in sections 736 and 736A of the Companies Act 1985; "INCA" BT's Inter Network Call Accounting System as the same may be developed from time to time; "INCOMING CALLS" Calls handed over at a Point of Connection by BT to the Operator other than Indirect Access Calls; "INDIRECT ACCESS CALL" a Call where a Calling Party on one Party's System has chosen to convey that Call to the other Party's System by prefixing that Call with an Access Code; "IN-SPAN INTERCONNECT" an Interconnect Link provided pursuant to Schedule 01; ________________________________________________________________________________ PAGE 15 of 30 236 "INTELLECTUAL PROPERTY RIGHTS" any patent, petty patent, registered design, registered trade or service mark, copyright, design right, semi-conductor topography right, know-how or any similar right exercisable in any part of the world including any application therefor; "INTERCONNECT EXTENSION CIRCUIT" a Link, being part of a 2Mbit/s ISI OR "IEC" Interconnect Link, between the Muliplexor in a Remote Switch Connection and the Multiplexor terminating the ISI Interconnect Link; "INTERCONNECT LINK" a Link connecting a BT Switch Connection and an Operator Switch Connection passing through a Point of Connection; "INTERCONNECT USAGE REPORT" a report in the same or substantially the same form as specified in the Billing Manual; "INTERIM CHARGE" in the case charges payable to BT the charge (or the means of calculating that charge) for a Standard Service (other than a Competitive Standard Service) for each Financial Year In Question determined by the Director General in accordance with Condition 13.5A.3A or 13.5C.6 of the BT Licence; and in the case of charges payable to the Operator the charge (or the means of calculating that charge) for a service provided by the Operator to BT for each Financial Year In Question agreed between the Parties in writing or determined by the Director General in accordance with Condition 13.5B.1A of the BT Licence; "INTERNATIONAL CALL" a Call received by the BT System from: (a) an Authorised Overseas System; or (b) the Operator System destined for an Authorised Overseas System; or ________________________________________________________________________________ PAGE 16 of 30 237 a Call received by the Operator System from: (a) an Authorised Overseas System, or (b) the BT System destined for an Authorised Overseas System; "INTRABUILDING LINK" a connection between a BT or an Operator Switch Connection and the G703 Interface on the Multiplexor forming part of an Interconnect Link; "INVOICE DATE" the date on which an invoice is despatched; "ISI INTERCONNECT LINK" a portion of an Interconnect Link being that cable (or fibres within that cable) and LTE's between an Operator building and a BT building over which a number of 2Mbit/s ISI Interconnect Links are provided; "ITU-T" the Telecommunications Standards Bureau (formerly the International Telegraph and Telephone Consultative Committee) of the International Telecommunications Union; "LAND MOBILE RADIO SERVICE" has the meaning in Condition 18 of the BT Licence; "LICENCE" the BT Licence or, as the context requires, the Operator Licence; "LINK" telecommunication apparatus (which has the meaning in paragraph 1 (1) of schedule 2 to the Act as in force at the date of this Agreement) necessary to establish one or more transmission paths; "MANUAL" manual referred to in this Agreement of working practices between the Parties; "MESSAGE" has the meaning in schedule 1, part 1 of the BT Licence as in force at the date of this Agreement; "MOBILE CALL" a Call to an Operator Customer using a mobile handset if the Operator Customer using mobile terminal apparatus would receive that Call by means of wireless ________________________________________________________________________________ PAGE 17 of 30 238 telegraphy if the handset was switched on and within range of a base transceiver station forming part of the Operator System unless: (a) the Operator Customer on a temporary basis has chosen to divert that Call to another number; or (b) the Operator System when the mobile handset is turned off or out of range from a base transceiver station returns a message to that effect to the Calling Party; "MULTIPLEXOR" the multiplexing equipment which serves an Intrabuilding Link and where appropriate an IEC; "NETWORK PROVIDER" in relation to each Standard Service, any person who has required it, and with whom BT is obliged to enter into an agreement to provide that Standard Service under Condition 13 of the BT Licence; "NETWORK TERMINATION POINT" has the meaning in schedule 1 part 1 of the BT Licence as in force at the date of this Agreement; "NEW CHARGE" a charge for a Standard Service, which is less than the charge for that Standard Service as determined by the Director General pursuant to Condition 13, following the consent of the Director General pursuant to Condition 16B.5 both being Conditions of the BT Licence; "NICC" Network Interoperability Consultative Committee; "NNG" a national number group being the code (excluding the leading zero) comprising for UK telephone numbers (a) for geographical numbers (excluding Director Area Number,) four digits (b) for non-geographic numbers, three digits; "NON CONVEYANCE STANDARD a Standard Service which is not a Conveyance SERVICE" Standard Service; ________________________________________________________________________________ PAGE 18 of 30 239 "NUMBER RANGE" Director Area Number, NNG, AFN, D, E, and/or DE as appropriate; "NUMBER TRANSLATION SERVICES a Call to non-geographic telephone numbers CALL" (other than a Calls destined for a mobile handset) if the Party receiving the Call translates the dialled digits and routes the Call in accordance with such translation, including without limitation, PRS Calls, Local Call Fee Access Services Calls, Freephone Calls, National Call Services Calls and other specially charged services; "OCHC" an operator Call handling centre which routes Calls to BT Operators from Customers seeking assistance with connection to another telephone number; "OFTEL INTEREST RATE" three eighths of one per cent (3/8%) above the London Inter Bank Offered Rate being the rate per annum of the offered quotation for sterling deposits for delivery on the due date for payment for a period of three months as displayed on page 3750 on the Telerate Service (or any other page that may replace page 3750 on that service) at or about 11 am London time on the due date of payment provided that if such a rate is not so displayed London Inter Bank Offered Rate shall mean the rate quoted by National Westminster Bank PLC to leading banks in the London interbank market at or about 11 am London time on the due date of payment for the offering of sterling deposits of a comparable amount for a period of three months. Such interest shall be calculated on a daily basis; "OPERATOR" the other Party to this Agreement; "OPERATOR BASIC BT TO a Call comprising the minimum service features BT TRANSIT CALL" necessary to support a speech path through the BT System, handed over from the BT System to the Operator System destined for the BT System, if a rate for such a Call is specified from time to time in ________________________________________________________________________________ PAGE 19 of 30 240 the Carrier Price List, being a Call available for the conveyance of Messages; "OPERATOR BASIC INTERNATIONAL a Call, received by the BT System from an INCOMING CALL" Authorised Overseas System, comprising the minimum service features necessary to support a speech path through the BT System, handed over from BT System to the Operator System destined for a telephone number of an Operator Network Termination Point, if a rate for such a Call is specified from time to time in the Carrier Price List, being a Call available for the conveyance of messages; "OPERATOR BASIC INTERNATIONAL a Call, destined for an Authorised Overseas OUTGOING CALL" System, comprising the minimum service features necessary to support a speech path through the BT System, handed over from the BT System to the Operator System, if a rate for such a Call is specified from time to time in the Carrier Price List, being a Call available for the conveyance of Messages; "OPERATOR BASIC TELEPHONY CALL" a Call, comprising the minimum service features necessary to support a speech path through the BT System, handed over from the BT System to the Operator System, destined for a telephone number of an Operator Network Termination Point, being a Call available for the conveyance of Messages; "OPERATOR BASIC TRANSIT CALL" a Call comprising the minimum service features necessary to support a speech path through the BT System, handed over from the BT System to the Operator System destined for a Third Party Operator's system, if a rate for such a Call is specified from time to time in the Carrier Price List being a Call available for the conveyance of Messages; "OPERATOR BT TO BT TRANSIT CALL" either an Operator Basic BT to BT Transit Call or an Operator ISDN BT to BT Transit Call; ________________________________________________________________________________ PAGE 20 of 30 241 "OPERATOR EXCHANGE" an Operator Local Exchange, Operator Mobile Exchange or Operator Tandem Exchange and such other Switch which the Parties may from time to time agree is an Operator Exchange; "OPERATOR INTERNATIONAL either an Operator Basic International INCOMING CALL" Incoming Call or an Operator ISDN International Incoming Call; "OPERATOR INTERNATIONAL either an Operator Basic International OUTGOING CALL" Outgoing Call or an Operator ISDN International Outgoing Call; "OPERATOR ISDN BT TO BT a Call comprising service features additional TRANSIT CALL" to the minimum features necessary to support a speech path through the BT System, being service features described as bearer services, teleservices or supplementary services in the ETSI Memorandum of Understanding on the Implementation of European ISDN Service, handed over from the BT System to the Operator System, destined for the BT System, if a rate for such a Call is specified from time to time in the Carrier Price List being a Call available for the conveyance of Messages; "OPERATOR ISDN INTERNATIONAL a Call, received by the BT System from an INCOMING CALL" Authorised Overseas System, comprising service features additional to the minimum features necessary to support a speech path through the BT System, being service features described as bearer services, teleservices or supplementary services in the ETSI Memorandum of Understanding on the Implementation of European ISDN Service, handed over from the BT System to the Operator System, destined for a telephone number of an Operator Network Termination Point, if a rate for such a Call is specified from time to time in the Carrier Price List, being a Call available for the conveyance of Messages; ________________________________________________________________________________ PAGE 21 of 30 242 "OPERATOR ISDN INTERNATIONAL a Call, destined for an Authorised Overseas OUTGOING CALL" System, comprising service features additional to the minimum features necessary to support a speech path through the BT System, being service features described as bearer services, teleservices or supplementary services in the ETSI Memorandum of Understanding on the Implementation of European ISDN Service, handed over from the BT System to the Operator System, if a rate for such a Call is specified from time to time in the Carrier Price List, being a Call available for the conveyance of Messages; "OPERATOR ISDN TELEPHONY CALL" a Call, comprising service features additional to the minimum features necessary to support a speech path through the BT System, being service features described as bearer services, teleservices or supplementary services in the ETSI Memorandum of Understanding on the Implementation of European ISDN Service, handed over from the BT System to the Operator System, destined for a telephone number of an Operator Network Termination Point, being a Call available for the conveyance of Messages; "OPERATOR ISDN TRANSIT CALL" a Call comprising service features additional to the minimum features necessary to support a speech path through the BT System, being service features described as bearer services, teleservices or supplementary services in the ETSI Memorandum of Understanding on the Implementation of European ISDN Service, handed over from the BT System to the Operator System, destined for a Third Party Operator's system, if a rate for such a Call is specified from time to time in the Carrier Price List being a Call available for the conveyance of Messages; "OPERATOR LICENCE" the licence granted to the Operator pursuant to section 7 of the Act under which the Operator runs the Operator System; ________________________________________________________________________________ PAGE 22 of 30 243 "OPERATOR LICENSED AREA" the geographical area in which the Operator is permitted pursuant to the Operator Licence to provide telecommunication services; "OPERATOR LOCAL EXCHANGE" a digital Switch, except an Operator Mobile Exchange, in the Operator System which Switch connects by that Switch alone Calls from Network Termination Points in the Operator System; "OPERATOR MOBILE EXCHANGE" a digital Switch in the Operator's System which Switch connects by that Switch those Calls from base stations and/or base station controllers in the Operator System providing a Land Mobile Radio Service for handsets; "OPERATOR'S OPERATOR" a person who answers Calls for directory or operator assistance or other similar Calls for the Operator; "OPERATOR PRS CALL" a Call to a PRS: (a) for which if originated on the Operator System, the person responsible for payment would pay at a rate higher than that which would apply to a directly dialled Operator Telephony Call of equivalent distance and duration; and (b) if payment is made by the Operator to a Operator PRS Service Provider and if payment takes into account the number or duration of Calls to that the Operator PRS Service Provider; "OPERATOR PRS SERVICE PROVIDER" a person having a contract with the Operator for the delivery of Operator PRS Calls; "OPERATOR PRS SUB SERVICE PROVIDER" a person having an arrangement for the delivery of Operator PRS Calls, whether or not legally binding, with an Operator PRS Service Provider, directly or indirectly; ________________________________________________________________________________ PAGE 23 of 30 244 "OPERATOR SYSTEM" the Telecommunication System run by the Operator pursuant to the Operator Licence as in force at the date of this Agreement; "OPERATOR SWITCH CONNECTION" an Operator Exchange at which Calls handed over: (a) from the BT System are initially switched; or (b) to the BT System are finally switched; by the Operator; "OPERATOR TANDEM EXCHANGE" a digital tandem Switch in the Operator System which provides access to Operator Local Exchanges or Operator Mobile Exchanges; "OPERATOR TELEPHONY CALL" either an Operator Basic Telephony Call or an Operator ISDN Telephony Call; "OPERATOR TRANSIT CALL" either an Operator Basic Transit Call or an Operator ISDN Transit Call; "OUTGOING CALL" a Call handed over at a Point of Connection by the Operator to BT; "PARENT BT EXCHANGE" a BT Tandem Exchange which has a direct connection to a BT DLE, BT DLTE or BT ALE for the conveyance of Calls in the ordinary course of business; "PARTY" a party to this Agreement; "PATH PROTECTION" resilience improvement of an ISI Interconnect Link as described in Schedule 01 of Annex C; "PDH" plesiochronous digital hierarchy; "POINT OF CONNECTION" a physical point where the BT System and the Operator System are connected for Calls to be handed over from one System to the other; "PRE-INTERIM CHARGE" If the Director General has not determined the Interim Charge (or the means of ________________________________________________________________________________ PAGE 24 of 30 245 calculating that charge) for the Financial Year In Question; in the case of charges payable to BT, for each Standard Service (other than a Competitive Standard Service), the charge fixed by BT for each such Standard Service; and in the case of charges payable to the Operator, for each service provided by the Operator to BT, the charge fixed by the Operator for each such service; "PRS" OR "PREMIUM RATE SERVICE" an entertainment or information service: (a) which is accessed by means of a Call and consists of, or includes the sending of, speech, music, other sounds or signals to the Calling Party; and (b) for which payment is made by means of Call charges; "PRS FRAUD" either: a loss suffered by the Operator because of the non payment of charges for BT PRS Calls, in circumstances when the BT PRS Service Provider or the BT PRS Sub Service Provider organises or arranges for BT PRS Calls to be made to his PRS in circumstances when there is a reasonable expectation that the Calling Party or the person responsible for payment does not intend to pay or will seek to avoid payment for all or part of the Call charges; or a loss suffered by BT because of the non payment of charges for Operator PRS Calls, in circumstances when the Operator PRS Service Provider or the Operator PRS Sub Service Provider organises or arranges for Operator PRS Calls to be made to his PRS in circumstances when there is a reasonable expectation that the Calling Party or the person responsible for payment does not ________________________________________________________________________________ PAGE 25 of 30 246 intend to pay or will seek to avoid payment for all or part of the Call charges; "PURCHASER" the Party to whom Capacity is provided by the Supplier; "QUALITY SCHEDULE" has the meaning in Condition 17C of the BT Licence; "QUARTER DAYS" 1 January, 1 April, 1 July and 1 October in each and every year; "RCU" a remote concentrator unit supported by a BT DLTE or a BT DLE; "READY FOR SERVICE DATE" the date on which testing of Capacity at a Switch Connection is satisfactorily completed and such Capacity is ready for service (in accordance with this Agreement); "READY FOR TEST DATE" the date on which Capacity at a Switch Connection is Ready for Testing; "READY FOR TESTING" when the Supplier has satisfactorily completed the provisioning of that part of an Interconnect Link that is under his direct control; "RECEIVING PARTY" a Party receiving information from the Disclosing Party; "RELEASE SIGNAL" a signal which indicates that the transmission path of a Call has been disconnected; "RELEVANT CONNECTABLE SYSTEM" has the meaning in Condition 13.9 of the BT Licence; "REMOTE SWITCH CONNECTION" a BT Switch Connection or an Operator Switch Connection which: (a) is accessed via a BT or Operator building notified from time to time pursuant to paragraph 3 of Annex A as being suitable for supporting IECs; and ________________________________________________________________________________ PAGE 26 of 30 247 (b) is connected by an BT IEC or an Operator IEC, as the context requires; "REVIEW DATE" a date referred to by that name this Agreement, in the Carrier Price List and/or in a Schedule which entitles either Party to serve a review notice seeking to amend the charges referred to in the Carrier Price List or in that Schedule; "ROUTE AUGMENTATION" additional Capacity on an established Traffic Route; "ROUTE TYPE" the segregation of Capacity within a Traffic Route for the conveyance of certain Traffic Types; "SCHEDULE" a schedule in Annex C of this Agreement; "SDH" synchronous digital hierarchy; "SIGNALLING LINK" a 64 Kbit/s digital path within a 2 Mbit/sec Interconnect Link between two ITU-T 7 signalling nodes which is used for signalling; "SIGNALLING LINK SET" a pair of Signalling Links each within a separate 2 Mbit/s system on an Interconnect Link; "SPECIFICATION" one of the Generic Electrical and Physical Interface Specification, the Generic C7 Signalling Interface Specification, the Generic Transmission Interface Specification and the Generic SDH Interface Specification; "STANDARD SERVICE" a service, including, without limitation, a Competitive Standard Service, which a Network Provider has required from BT and which BT is obliged to provide, or to enter into an agreement to provide, under Condition 13 of the BT Licence; "SUBSIDIARY" has the meaning in sections 736 and 736A of the Companies Act 1985; "SUPPLIER" the Party providing Capacity to the other Party; ________________________________________________________________________________ PAGE 27 of 30 248 "SWITCH" telecommunication apparatus within a System which performs the function of switching and routing Calls; "SWITCH CONNECTION" a BT Switch Connection or, as the context requires, an Operator Switch Connection; "SYSTEM" the BT System or, as the context requires, the Operator System; "SYSTEM ALTERATION" a change (other than a Data Management Amendment) to a Party's System, which requires a change to be made to the other Party's System to allow the continuance of the conveyance of Calls across a Point of Connection pursuant to this Agreement; "TARGET PERFORMANCE" has the meaning in Condition 17C of the BT Licence; "TECHNICAL MASTER PLAN" a document recording details of the Points of Connection and the plans for development of further Points of Connection; "TECHNICAL REVIEW MEETING" a technical meeting pursuant to paragraph 13 of Annex A; "TELECOMMUNICATION SYSTEM" a telecommunication system within the United Kingdom as defined in section 4 of the Act or an Authorised Overseas System; "THIRD PARTY" a person other than BT or the Operator; "THIRD PARTY INTERCONNECT" interconnect using a Third Party ISI Interconnect Link; "THIRD PARTY INTERCONNECT either: AGREEMENT" (a) an agreement between BT and a Third Party Operator pursuant to Condition 13 as it applies from time to time of the BT Licence or the equivalent Condition of the Third Party Operator licence; or ________________________________________________________________________________ PAGE 28 of 30 249 (b) between the Operator and a Third Party Operator pursuant to the Condition equivalent to Condition 13 of the BT Licence contained in either the Operator or Third Party Operator licences; "THIRD PARTY ISI INTERCONNECT an Interconnect Link as defined in Schedule LINK" 01; "THIRD PARTY OPERATOR" a person being neither the Operator nor BT who is licensed under the Act to run a Relevant Connectable System; "TIBS" BT's Telecommunications Input Billing System, which records information on certain Calls which use the services of a BT Operator or the operator of a Third Party; "TIBS BILLING INFORMATION reports in the same or substantially the same AND REFUND REPORT" form as in the Billing Manual; "TIBS INFORMATION" itemised Call records of the services provided by BT Operators or the operator of a Third Party to the Operator which would have resulted in a charge from BT had the Calling Parties been BT Customers, together with reports relating to Transfer Charge Calls, ineffective calls, and any other records which will result in charges to be paid by or to the Operator for such services; "TRAFFIC FORECAST" a forecast of traffic at a BT Switch Connection or Operator Switch Connection, such forecast provided by one Party to the other pursuant to paragraph 8 of Annex A; "TRAFFIC ROUTE" discrete and identifiable units of 2 Mbit/s Capacity within an Interconnect Link; "TRAFFIC STREAM" a group of Calls carried from a specific place in one Party's System to a specific place in the other Party's System; "TRAFFIC TYPE" a different identifiable type of Call; _______________________________________________________________________________ PAGE 29 OF 30 250 "TRANSFER CHARGE CALL" a Call for which the Called Party is requested and agrees to pay the cost of a Call from the Calling Party; "VAT" United Kingdom Value Added Tax; "WEEKEND" period of time between 2400 on Friday and 2400 on Sunday or such other period of time as shall be agreed between the Parties; "WORKING DAY" any day other than Saturdays, Sundays, public or bank holidays in the United Kingdom. ________________________________________________________________________________ PAGE 30 of 30 EX-10.2 3 TRANSITION AGREEMENT DATED 5/13/96 1 ___________________________________________________________________________ DATED _______________________________ 1996 (1) BRITISH TELECOMMUNICATIONS PLC (2) NYNEX CABLECOMMS BOLTON _________________________________________________ TRANSITION AGREEMENT _________________________________________________ 2 ________________________________________________________________________________ CONTENTS Introduction Clauses 1. Definitions and Interpretation 2. Commencement 3. Transition and Termination 4. Charges 5. Disputes 6. Information, Forecasting and Capacity orders 7. Testing and Initial Interconnection 8. Review 9. Assignment 10. Notices 11. New Interconnection Agreement 12. Variations 13. Waiver 14. Miscellaneous 15. Governing Law ________________________________________________________________________________ 2 of 18 3 _______________________________________________________________________________ DATED ____________________________________ 1996 PARTIES (1) BRITISH TELECOMMUNICATIONS PLC (registered in England No. 1800000) having its registered office at 81 Newgate Street, London, EC1A 7AJ ("BT"), and (2) NYNEX CABLECOMMS BOLTON (registered in England No. 1883383) having its registered office at The Tolworth Tower, Ewell Road, Surbiton, Surrey, KT6 7ED (the "Operator"). INTRODUCTION A By an agreement dated 1 August 1994 (the "Original Agreement") the Parties had agreed to connect the Operator System and the BT System. B The Parties have agreed to enter into a New Interconnect Agreement of the same date as this Agreement which New Interconnect Agreement shall be deemed to have taken effect from the Commencement Date. C Simultaneously with the signing of the New Interconnect Agreement the Parties agree to the termination of the Original Agreement, save to the extent set out below, on the terms and conditions of this Agreement. IT IS AGREED AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION 1.1 In this Agreement, except if the context requires otherwise, words and expressions have the following meanings: "ADJUSTMENT PERIOD" the period from the Commencement Date to the date hereof (both dates inclusive); "AGREEMENT" this agreement including the Annexes; "COMMENCEMENT DATE" 1 April 1995; "NEW INTERCONNECT the BT revised standard interconnect agreement AGREEMENT" between the Parties dated the same date as this Agreement; "ORIGINAL AGREEMENT" the agreement referred to in Recital A; 1.2 Words and expressions used in the New Interconnect Agreement shall have the same meaning herein as therein. 1.3 The Interpretation Act 1978 shall apply for the purpose of interpreting this Agreement as if this Agreement were an Act of Parliament. 2. COMMENCEMENT 2.1 This Agreement takes effect from the date hereof. _______________________________________________________________________________ 3 of 18 4 _______________________________________________________________________________ 2.2 Subject to the provisions of this Agreement, the Parties agree that the New Interconnect Agreement shall be deemed to have taken effect on and from the Commencement Date. 3. TRANSITION/TERMINATION 3.1 The Parties hereby agree with effect from midnight on 31 March 1995 that the Original Agreement shall be deemed to have been terminated save to the extent necessary to give effect to the provisions of this Agreement. 3.2 Subject to the provisions of paragraphs 3, 4, and 8 of this Agreement for the Adjustment Period each Party agrees to waive all its rights under the New Interconnect Agreement to bring a claim against the other in respect of acts or omissions of the other Party occurring prior to the date hereof which constitute a breach of the New Interconnect Agreement, provided always that such act or omission of the other Party would not have been a breach of the Original Agreement had it been in force at the time when the act or omission occurred. 3.3 If a Party reasonably considers that all monies owing by each Party to the other under the Original Agreement have been paid such Party may serve a written notice on the other requesting the termination of all provisions of the Original Agreement pursuant to this Agreement. 3.4 If the Party receiving the notice pursuant to paragraph 3.3 does not serve a written notice of objection to the proposed termination of all provisions of the Original Agreement within 30 calendar days from the date of service of the notice pursuant to paragraph 3.3, the Original Agreement shall be terminated on such date as is 30 calendar days from the date of service aforesaid and the provision of paragraph 3.5 shall apply. 3.5 The Parties agree that with effect from such date as is ascertained pursuant to paragraph 3.4 on the termination of the Original Agreement (and notwithstanding such termination anything to the contrary in the Original Agreement including any provisions therein which are expressly stated to survive after such termination) each Party releases the other from each and all of its undertakings, obligations and restrictions contained in the Original Agreement and waives all rights each has (past, present and future) under the Original Agreement to bring a claim against the other pursuant to the terms of the Original Agreement in respect of events occurring prior to the date of such termination or occurring at any time thereafter. 4. CHARGES 4.1 All Billing Information provided under the Original Agreement prior to the date hereof in respect of the Adjustment Period shall be deemed to have been provided under the New Interconnect Agreement. 4.2 All charges based on Billing Information in respect of the Adjustment Period shall, if practicable, be recalculated without adjustment of the Billing Information by the Billing Party by applying the charges specified from time to time in the Carrier Price List which apply to that period. 4.3 If re-calculation of the charges under paragraph 4.2 is not practicable because the Billing Information for Calls is in a time of day format where it has been measured in periods of Peak, Standard and Cheap (as defined in the Original Agreement), then the Billing Party shall convert the Billing Information in accordance with Annex 1and/or Annex 4, as appropriate. 4.4 If re-calculation of the charges under paragraphs 4.2 and/or 4.3 is not practicable because the Billing Information is in distance - based Call segments, then the Billing Party shall establish in accordance with Annex 2 and/or Annex 4, as appropriate the applicable Call segment category under the New Interconnect Agreement. _______________________________________________________________________________ 4 of 18 5 ________________________________________________________________________________ 4.5 The Billing Party shall re-calculate the charge for any Interconnect Link in accordance with Annex 3. 4.6 If a Data Management Amendment has been requested by the Operator and the Data Management Amendment has been implemented by BT since the Commencement Date, such request shall be deemed a Data Management Amendment order under the New Interconnect Agreement and BT shall apply the charges specified from time to time in the Carrier Price List to such an order. 4.7 For the purposes of re-calculating charges, a service previously provided by one Party to the other Party under the Original Agreement shall be deemed to be the equivalent service provided under the New Interconnect Agreement. 4.8 Each Party who is a Billing Party shall use its reasonable endeavours to carry out such re-calculation of charges and send appropriate invoices or credit notes not later than 90 calendar days from the date hereof provided that if Annex 1 and/or Annex 2 applies an invoice shall be sent not later than 90 calendar days from the date of ascertainment of the changes. 4.9 Notwithstanding anything herein or in the New Interconnect Agreement to the contrary nothing in this Agreement shall prejudice or constitute a waiver by either Party of its right to recover payments of amounts due in the ordinary course of business between BT and the Operator in respect of any period up to the date hereof. 4.10 Nothing in this Agreement shall give either Party a right to have a charge which applies from the Commencement Date applied in respect of any period prior to that date. 4.11 Each Party shall provide to the other invoices (or credit notes) for all amounts due to it (or owing by it) calculated or re-calculated in accordance with this Agreement and Annex B of the New Interconnect Agreement. 4.12 Each Party shall pay the charges calculated in accordance with, and within the time specified in the New Interconnect Agreement. 4.13 If an overpayment has occurred and a refund is payable interest shall be calculated and paid on the difference between the charges paid under the Original Agreement and the charges payable under the New Interconnect Agreement at the OFTEL Interest Rate calculated from the later of the date on which the relevant charges were due to be paid or were paid under the Original Agreement to the date on which the difference is paid. 4.14 If an underpayment has occurred and an amount is payable from one Party to the other there shall be included in the calculation of interest at the OFTEL Interest Rate, interest which shall be calculated and paid on the difference (if any) between the amount paid under the Original Agreement and the relevant amount charged under the New Interconnect Agreement calculated from such date as would have been the due date had the amount been invoiced under the Original Agreement. 5. DISPUTES 5.1 In the event of a Dispute arising out of this Agreement the provisions of paragraph 26 of the main body of the New Interconnect Agreement shall apply provided that if a Dispute concerns the accuracy of an invoice the provisions of paragraph 6 of Annex B of the New Interconnect Agreement shall apply. 6. INFORMATION, FORECASTING AND CAPACITY ORDERS 6.1 A requirement pursuant to the New Interconnect Agreement to provide or place (as the case may be) information including, nomination of Switch Connections, forecasts, Capacity Profiles, Advance Capacity Orders, Capacity Orders and requests for Capacity Rearrangements of whatsoever nature shall be deemed satisfied if the equivalent information was provided or placed ________________________________________________________________________________ 5 of 18 6 ________________________________________________________________________________ under the Original Agreement. The Parties waive their respective rights under the New Interconnect Agreement to require further provision of information deemed by this paragraph to have been so provided. 7. TESTING AND INITIAL INTERCONNECTION 7.1 For the purposes of the New Interconnect Agreement, initial interconnection shall be deemed to have taken place and all requirements in respect of such interconnection (insofar as such requirements have been complied with) shall be deemed to have been satisfied on the Commencement Date. 7.2 The switch testing referred to in paragraph 14 of Annex A of the New Interconnect Agreement shall be deemed to have been satisfactorily completed in accordance with the terms of the New Interconnect Agreement. 8. REVIEW 8.1 The Parties acknowledge that the Original Agreement shall remain in full force and effect to the extent necessary to give effect to any settlement of monies pursuant to a review or determination by the Director General in respect of any period prior to the Commencement Date. 8.2 Without prejudice to either Party's right (whether under the Original Agreement or otherwise) legally to challenge a review or determination, the Parties undertake to modify or replace such terms of the Original Agreement as continue in force pursuant to paragraph 8.1 and/or make any such adjustments to charges as shall accord with a determination referred to in paragraph 8.1. 9. ASSIGNMENT 9.1 Unless otherwise agreed in writing, no rights, benefits or obligations under the Agreement may be assigned or transferred, in whole or in part, by a Party without the prior written consent of the other Party. 10. NOTICES 10.1 A notice shall be duly served if: 10.1.1 delivered by hand, at the time of actual delivery; 10.1.2 sent by facsimile, upon its receipt being confirmed; 10.1.3 sent by recorded delivery post, 4 calendar days after the day of posting. 10.2 Except where otherwise specifically provided all notices and other communications relating to this Agreement shall be in writing and shall be sent as follows: If to the Operator: The General Manager Interconnect, Nynex Cablecomms Bolton The Tolworth Tower, Ewell Road, Surrey KT6 7ED If to BT: Contract Liaison Manager Nynex Cablecomms Bolton. pp 7099 ________________________________________________________________________________ 6 of 18 7 ________________________________________________________________________________ British Telecommunications plc Tenter House 45 Moorfields London EC2Y 9TH or to such other address as the Parties may from time to time notify pursuant to this paragraph 10. 11. NEW INTERCONNECTION AGREEMENT 11.1 This Agreement insofar as it makes provision for the Adjustment Period is an amendment to the main body of the New Interconnect Agreement pursuant to paragraph 30 thereof. 12. VARIATIONS 12.1 No variations of this Agreement shall be effective unless agreed in writing by the Parties and signed by a person nominated in writing on behalf of: 12.1.1 BT, by the director, BT Carrier Services (or his successor); 12.1.2 the Operator, by a director or the company secretary (or equivalent office holder) of the Operator. 13. WAIVER 13.1 The waiver of any breach of, or failure to enforce, any term or condition of this Agreement shall not be construed as a waiver or a waiver of any other breach of the same or any other term or condition of this Agreement. No waiver shall be valid unless it is in writing and signed on behalf of the Party making the waiver. 14. MISCELLANEOUS 14.1 Termination or expiry of this Agreement shall not be deemed a waiver of a breach of any term or condition of this Agreement and shall be without prejudice to a Party's rights, liabilities or obligations that have accrued prior to such termination or expiry. 15. GOVERNING LAW 15.1 The interpretation, validity and performance of this Agreement shall be governed in all respects by the laws of England and Wales and the Parties submit to the exclusive jurisdiction of the English Courts. ________________________________________________________________________________ 7 of 18 8 ________________________________________________________________________________ IN WITNESS WHEREOF THIS AGREEMENT was entered into the day and year first before written. SIGNED for and on behalf of NYNEX CABLECOMMS BOLTON Signed: ___________________________________ Name: _____________________________________ Position: _________________________________ SIGNED for and on behalf of BRITISH TELECOMMUNICATIONS plc Signed: ___________________________________ Name: _____________________________________ Position: _________________________________ ________________________________________________________________________________ 8 of 18 9 _______________________________________________________________________________ ANNEX 1 - PART A TIME OF DAY 1.1 If Billing Information for Calls is in a time of day format of Peak, Standard and Cheap (as defined in the Original Agreement), the following steps shall be undertaken to convert the Billing Information into Daytime, Evening and Weekend (as defined in the New Interconnect Agreement). 1.2 Calls in the Peak and Standard periods shall be deemed to be Calls to which the charge for the Daytime period specified from time to time in the Carrier Price List shall apply. 1.3 Calls in the Cheap period shall be allocated to the Evening and Weekend periods in the proportion calculated as follows: 1.3.1 BT shall measure the total of the Chargeable Call Duration of Calls in each of the Evening and Weekend periods during a Billing Period. 1.3.2 The following formula shall be calculated using the Billing Information ascertained under paragraph 1.3.1: A = B x 100 - C A = percentage of Call minutes in the Evening period; B = total Chargeable Calls Duration of Calls in the Evening period measured over the Billing Period; C = total Chargeable Call Duration of Calls in the Evening and Weekend periods measured over the Billing Period. 1.3.3 The total of the Chargeable Call Duration of Calls in the Cheap period shall be multiplied by A and this shall be deemed to be the proportion of Calls to which the charge for the Evening period specified from time to time in the Carrier Price List shall apply. 1.3.4 The balance of such Calls shall be deemed to be Calls to which the charge for the Weekend period specified from time to time in the Carrier Price List shall apply. 1.4 If the Parties fail to agree that the measured Calls over the Billing Period are representative of any Billing Period between the Commencement Date and the date INCA starts recording on an EBC basis, then the Parties agree that a Dispute shall be deemed to have arisen for the purposes of paragraph 5 of this Agreement. _______________________________________________________________________________ 9 of 18 10 _______________________________________________________________________________ ANNEX 1 - PART B TIME OF DAY 1.1 If Billing Information for Calls to international destinations is in a time of day format of, Standard and Cheap (as defined in the Original Agreement, Annex C, Table B, Note (1)), the following steps shall be undertaken to convert the Billing Information into Daytime, Evening and Weekend (as defined in the New Interconnect Agreement). 1.1.1 BT shall measure the total of the Chargeable Call Duration of international calls in each of the Daytime, Evening and Weekend periods during a Billing Period for each international destination country or charge band as appropriate. 1.1.2 The following formulae shall be calculated using the Billing Information ascertained under paragraph 1.1.1: D = d x 100 E = e x 100 W = w x 100 where : - - - C C C D = percentage of Daytime Call minutes; E = percentage of Evening Call minutes; W = percentage of Weekend Call minutes; d = total Chargeable Calls Duration of Calls in the Daytime period measured over the Billing Period; e = total Chargeable Calls Duration of Calls in the Evening period measured over the Billing Period; w = total Chargeable Calls Duration of Calls in the Weekend period measured over the Billing Period; C = total Chargeable Call Duration of Calls in the Daytime, Evening and Weekend periods measured over the Billing Period ( d + e + w). 1.1.3 For each Billing Period and each International Destination Country or Charge Band as appropriate, the total of the Chargeable Call Duration of Calls shall be multiplied by D, E and W, respectively. The products of these calculations shall be deemed to be the Chargeable Call Duration of Calls to which the charge for the relevant period specified from time to time in the Carrier Price List shall apply. 1.2 If the Parties fail to agree that the measured Calls over the Billing Period are representative of any Billing Period between the Commencement Date and the date INCA starts recording on an EBC basis, then the Table listed below shall be used to determine the allocation of such Billing Information to the appropriate time of day period. 1.3 If the Parties fail to agree that the measured Calls over the Billing Period are representative of any Billing Period between the Commencement Date and the date INCA starts recording on an EBC basis, then the Parties agree that a Dispute shall be deemed to have arisen for the purposes of paragraph 5 of this Agreement. _______________________________________________________________________________ 10 of 18 11 _______________________________________________________________________________ APPENDIX TO ANNEX 1 - PART B PERCENTAGES TO BE APPLIED TO TIMES OF DAY UNDER THE ORIGINAL AGREEMENT TO CONVERT TO TIMES OF DAY UNDER THE NEW INTERCONNECT AGREEMENT. TABLE DAYTIME EVENING WEEKEND TOTAL CHARGE BAND Stand Cheap Total Stand Cheap Stand Cheap Stand Cheap Stand Cheap 1 83.3 0.0 16.7 100.0 0.0 0.0 100 100 2 83.3 0.0 16.7 100.0 0.0 0.0 100 100 3 83.3 0.0 16.7 100.0 0.0 0.0 100 100 4 83.3 0.0 16.7 100.0 0.0 0.0 100 100 5 83.3 0.0 16.7 100.0 0.0 0.0 100 100 6 38.7 20.8 61.3 79.2 0.0 0.0 100 100 7 47.6 0.0 52.4 100.0 0.0 0.0 100 100 8 47.6 0.0 52.4 100.0 0.0 0.0 100 100 9 83.3 0.0 16.7 100.0 0.0 0.0 100 100 10 83.3 0.0 16.7 100.0 0.0 0.0 100 100 11 47.6 0.0 52.4 100.0 0.0 0.0 100 100 12 47.6 0.0 52.4 100.0 0.0 0.0 100 100 13 47.6 0.0 52.4 100.0 0.0 0.0 100 100 IRISH REPUBLIC 100.0 0.0 0.0 100.0 0.0 0.0 100 100
(Note: Weekend has not been used in the allocation as the prices in the Weekend period are the same as those in Evening) _______________________________________________________________________________ 11 of 18 12 ________________________________________________________________________________ ANNEX 2 - PART A DISTANCE/ELEMENT-BASED CONVEYANCE BT TELEPHONY CALLS Backdating Methodology 1 If Billing Information is in distance-based Call segments, the following steps shall be taken to convert the Billing Information into element-based segments: 1.1 Calls which are DLE segment calls (as referred to in the Original Agreement) shall be deemed to be BT Local Exchange Segment Calls (as defined in the New Interconnect Agreement). 1.2 The sum of all other BT Telephony Calls shall be allocated between BT Single Tandem Segment Calls and BT Double Plus Tandem Segment Calls in the proportion calculated as follows: 1.2.1 BT shall measure the total of the Chargeable Call Duration in each of Daytime, Evening and Weekend periods of all other relevant Calls for a Billing Period for each of BT Single Tandem Segment Calls and BT Double Plus Tandem Segment Calls. 1.2.2 The following formula shall be calculated using the Billing Information ascertained under paragraph 1.2.1: A = B x 100 -- C A = percentage of Call minutes being BT Single Tandem Segment Calls for the relevant time of day period; B = total Chargeable Call Duration of BT Single Tandem Segment Calls for the relevant time of day period measured over the Billing Period; C = total of Calls except BT Local Exchange Segment Calls for the relevant time of day period measured over the Billing Period. 1.2.3 The total of the Chargeable Call Duration of Calls less those for BT Local Exchange Segment Calls for each time of day period shall be multiplied by A and shall be deemed to be the proportion of Calls to which the charge for a BT Single Tandem Segment Call specified from time to time in the Carrier Price List shall apply. The balance of such Calls except BT Local Exchange Segment Calls shall be deemed to be Calls to which the charge for a BT Double Plus Tandem Segment Call specified in the Carrier Price List shall apply. Fallback Methodology 1.3 If the Parties fail to agree that the measured Calls over the Billing Period are representative of any earlier Billing Period between the Commencement Date and the date INCA starts recording on an EBC distance related basis, the following formulae will be used to convert Billing Information for that period into element-based segments: 1.3.1 Calls which are DLE segment Calls (as referred to in the Original Agreement) shall be deemed to be BT Local Exchange Segment Calls (as defined in the New Interconnect Agreement) 1.3.2 Calls which are local tandem Calls (as referred to in the Original Agreement) shall be allocated to BT Single Tandem Segment Calls and BT Double Plus Tandem Segment Calls in the proportion calculated as follows: ________________________________________________________________________________ 12 of 18 13 ________________________________________________________________________________ BT Single Tandem Segement Calls = local tandem Calls x 96% BT Double Plus Tandem Segment Calls = local tandem Calls x 4% where the above percentages are the proportion of local tandem Calls in the BT network which are Calls which are equivalent to BT Single Tandem Segment Calls and BT Double Plus Tandem Segment Calls. 1.3.3 Calls which are short national Calls (as referred to in the Original Agreement) shall be allocated to BT Single Tandem Segment Calls and BT Double Plus Tandem Segment Calls in the proportion calculated as follows: BT Single Tandem Segement Calls = short national Calls x 68% BT Double Plus Tandem Segment Calls = short national Calls x 32% where the above percentages are the proportion of short national Calls in the BT network which are Calls which are equivalent to BT Single Tandem Segment Calls and BT Double Plus Tandem Segment Calls. 1.3.4 Calls which are long national Calls (as referred to in the Original Agreement) shall be allocated to BT Single Tandem Segment Calls and BT Double Plus Tandem Segment Calls in the proportion calculated as follows: BT Single Tandem Segment Calls = long national Calls x 14% BT Double Plus Tandem Segment Calls = long national Calls x 86% where the above percentages are the proportion of long national Calls in the BT network which are Calls which are equivalent to BT Single Tandem Segment Calls and BT Double Plus Tandem Segment Calls. BT TRANSIT CALLS Backdating Methodology 2 If Billing Information is in distance based Call segments, the following steps shall be taken to convert the Billing Information into element-based segments: 2.1 The sum of all relevant Calls under Table D I of Annex C (as referred to in the Original Agreement) shall be allocated between BT Single Tandem Transit Calls and BT Double Plus Tandem Transit Calls in the proportion calculated as follows: 2.1.1 BT shall measure the total of the Chargeable Call Duration in each of Daytime, Evening and Weekend periods and for each Third Party Operator of all relevant Calls for a Billing Period for each of BT Single Tandem Transit Calls and BT Double Plus Tandem Transit Calls. 2.1.2 The following formula shall be calculated using the Billing Information ascertained from paragraph 2.1.1: A = B x 100 -- C A = percentage of Call minutes being BT Single Tandem Transit Calls for the relevant time of day period and to any Third Party Operator; B = total Chargeable Call Duration of BT Single Tandem Transit Calls for the relevant time of day period and to any Third Party Operator measured over the Billing Period; ________________________________________________________________________________ 13 of 18 14 _______________________________________________________________________________ C = total of Calls for the relevant time of day period and to any Third Party Operator measured over the Billing Period. 2.1.3 The total of the Chargeable Call Duration for Calls for each relevant time of day period and to any Third Party Operator shall be multiplied by A and shall be deemed to be the proportion of Calls to which the charge for a BT Single Tandem Transit Call specified from time to time in the Carrier Price List shall apply. The balance of such calls shall be deemed to be Calls to which the charge for a BT Double Plus Tandem Transit Call specified in the Carrier Price List shall apply. Fallback Methodology 2.2 If the Parties fail to agree that the measured Calls over the Billing Period are representative of any earlier Billing Period between the Commencement Date and the date INCA starts recording on a distance related basis, the following formulae will be used to convert Billing Information for that period into element-based segments: 2.2.1 Calls which are local tandem Calls under Table D I of Annex C shall be deemed to be BT Single Tandem Transit Calls and BT Double Plus Tandem Transit Calls in the proportion calculated as follows: BT Single Tandem Transit Calls = local tandem Calls x 96% BT Double Plus Tandem Transit Calls = local tandem Calls x 4% where the above percentages are the proportion of local tandem Calls in the BT network which are Calls which are equivalent to BT Single Tandem Transit Calls and BT Double Plus Tandem Transit Calls. 2.2.2 Calls which are short national Calls under Table D I of Annex C (as referred to in the Original Agreement) shall be allocated to BT Single Tandem Transit Calls and BT Double Plus Tandem Transit Calls in the proportion calculated as follows: BT Single Tandem Transit Calls = short national Calls x 68% BT Double Plus Tandem Transit Calls = short national Calls x 32% where the above percentages are the proportion of short national Calls in the BT network which are Calls which are equivalent to BT Single Tandem Transit Calls and BT Double Plus Tandem Transit Calls. 2.2.3 Calls which are long national Calls under Table D I of Annex C (as referred to in the Original Agreement) shall be allocated to BT Single Tandem Transit Calls and BT Double Plus Tandem Transit Calls in the proportion calculated as follows: BT Single Tandem Transit Calls = long national Calls x 14% BT Double Plus Tandem Transit Calls = long national Calls x 86% where the above percentages are the proportion of long national Calls in the BT network which are Calls which are equivalent to BT Single Tandem Transit Calls and BT Double Plus Tandem Transit Calls. _______________________________________________________________________________ 14 of 18 15 ________________________________________________________________________________ DISPUTE 2.3 If under Annex 2 Part A the Parties fail to agree that the measured Calls over the Billing Period are representative of any Billing Period and subsequently fail to agree the element-based segments derived from the relevant fallback methodology, then the Parties agree that a Dispute shall be deemed to have arisen for the purposes of paragraph 5 of this Agreement. 2.4 For the avoidance of doubt, paragraphs 2.2 to 2.2.3 (inclusive) do not apply to transit Calls to non-geographic destinations. If the Parties fail to agree on transit Calls to non-geographic destinations a Dispute shall be deemed to have arisen for the purposes of paragraph 5 of the Agreement. ________________________________________________________________________________ 15 of 18 16 _______________________________________________________________________________ ANNEX 2 - PART B Distance De-averaging of Double Plus Tandem Segment Calls 1.1 There shall be measured for a Billing Period the total Chargeable Call Duration in each of Daytime, Evening and Weekend for all relevant double plus tandem segment Calls deaveraged on the distance related basis specified in paragraph 1.2 of Part B of this Annex. 1.2 The following formulae shall be calculated using Billing Information ascertained under paragraph 1.1: B1 = A1 x 100; B2 = A2 x 100; B3 = A3 x 100 -- -- -- C C C WHERE: A1, A2, A3 are the total Chargeable Call Durations of relevant double plus tandem segment Calls for the following distances: A1 >0 - <100kms A2 100 - <200kms A3 200 + kms for each relevant time of day period; B1, B2 and B3 are the percentages calculated in the above formulae; and C = A1 + A2 + A3 1.3 For each Billing Period from the Commencement Date to the date when INCA starts recording on an EBC distance related basis, the total of the Chargeable Call Duration of all relevant double plus tandem segment Calls for each time of day period shall be multiplied by, B1, B2 or B3, respectively, and the product shall be the Chargeable Call Duration to which the charge for the relevant segment specified from time to time in the Carrier Price List, apply. 1.4 Pursuant to paragraphs 1.1 to 1.3 BT shall measure and calculate BT Double Plus Tandem Segment Calls and BT Double Plus Tandem Transit Calls. 1.5 It is acknowledged that the provisions of paragraphs 1.1 to 1.5 (inclusive) of this Annex 2 - Part B shall be carried out not earlier than October 1996. It is further acknowledged that, until completion of the procedure specified in paragraphs 1.1 to 1.5 (inclusive) of Annex 2 - Part B, the Interim Charge in the column for BT Double Plus Tandem Segment Calls in the distance category of 100<200 km shall apply from the Commencement Date to all BT Double Plus Tandem Segment Calls. 1.6 If the Parties fail to agree that the measured Calls over the Billing Period are representative of any Billing Period, then the Parties agree that a Dispute shall be deemed to have arisen for the purposes of paragraph 5 of this Agreement. _______________________________________________________________________________ 16 of 18 17 ________________________________________________________________________________ ANNEX 3 INTERCONNECT LINKS 1.1 If the first rental period for an Interconnect Link commences on or after the Commencement Date, the connection charge for such Interconnection Link shall be recalculated in accordance with the New Interconnect Agreement. 1.2 Rental charges paid in advance for any rental period on or after the Commencement Date shall be recalculated in accordance with the New Interconnect Agreement. 1.3 Any agreements between the Parties for Interconnect Links provided under BT's conditions/private service in accordance with the BT Retail Price List shall be deemed to have been terminated on 31 March 1995 and such Interconnect Link shall be deemed to have been provided under the New Interconnect Agreement. 1.4 The periods of time set out in paragraph 7.8.2 of Schedule 130 of the New Interconnect Agreement for the calculation of Co and Ct shall be amended such that the relevant period of time for the calculation of rental payment from the Commencement Date to the date hereof shall be the period between the Commencement Date and the 31st December 1995. 1.5 If the Operator has obtained Customer Sited Interconnect by a contract with BT for the provision of private services in accordance with the BT Retail Price List, the Operator shall hereby be released from such contract without the payment of the rental and other charges referred to in paragraph 17.1.2 of such contract. ________________________________________________________________________________ 17 of 18 18 ________________________________________________________________________________ ANNEX 4 "OPERATOR SERVICES" 1.1 For (a) inland Transfer Charge Calls handed over from the BT System and terminating on the Operator System and (b) onward connect Calls listed in paragraph 2.3.1 of Schedule 120 of the New Interconnect Agreement the Billing Party shall convert the proportion of such Calls into Daytime, Evening and Weekend using the methodology in Annex 1, or, if the Operator has taken an NOA Service, Calls to such service shall be sampled using such the Annex 1 methodology. 1.2 For inland Transfer Charge Calls handed over from the Operator System to the BT System for which the Calling Party uses the NOA Service BT shall convert a proportion of such Calls into Daytime, Evening and Weekend by sampling all Calls to the NOA Service using the methodology in Annex 1. 1.3 For Operator International Incoming Calls handed over from the BT System to the Operator System which are international Calls BT shall convert the proportion of such Calls into BT Direct Calls and Incoming Call Collect by sampling such Calls and a further sample shall be taken to convert both such categories of Calls in the appropriate BT international charge band specified in the BT Retail Price List. 1.4 For international operator assistance Calls listed in paragraphs 2.3.1 and 2.3.2 of Schedule 122 of the New Interconnect Agreement if Billing Information is not provided on a per Call basis BT shall convert the propotions of such Calls into "Personal" and "non-personal" by sampling the Calls. ________________________________________________________________________________ 18 of 18 19 ________________________________________________________________________________ General Manager Interconnect, NYNEX Cablecomms Bolton The Tolworth Tower Ewell Road Surbiton Surrey KT6 7ED 1996 Dear Sir INTERCONNECT AGREEMENT BETWEEN NYNEX CABLECOMMS BOLTON AND BRITISH TELECOMMUNICATIONS PLC DATED DAY OF 1996 ("THE AGREEMENT") We refer to the Agreement. Words and expressions used in this letter have the same meanings as in the Agreement. This letter is an agreement in writing by us pursuant to paragraph 30 of the Agreement. For the services to be provided by the Operator under the Schedules listed in Annex 1 of this letter it is agreed, on a provisional basis, pursuant to paragraph 13.2 of the Agreement (in addition to the provisions of paragraphs 19 and 20 of the Agreement), that the Interim Charges listed in Annex 1 are the Interim Charges for such services with effect from 1/04/96 for the Financial Year in Question (1/04/96 to 31/03/97). It is agreed pursuant to paragraph 13.2.1 that the charges listed in Annex 1 shall be reviewed on the date that: (a) a determination by the Director General of the BT Charges for the number portability service provided by BT; (b) a determination by the Director General of the charges for the number portability service provided by the Operator; and (c) a change (other than as a result of a determination by the Director General) of the BT Charge for the number portability service provided by BT in the Carrier Price List is published for all or portion of the Financial Year in Question (1/04/96 to 31/03/97). Following the above reviews any changes to the charges for the Financial Year in Question (01/04/96 to 31/03/97) for any such services provided by the Operator, will take effect from 01/04/96 and the Operator or BT, as the case may be, shall recalculate the charges in respect of such service for the Financial Year in Question using the new charge and calculate the interest for any sum overpaid or underpaid at the OFTEL Interest Rate. The Number Portability charges for the services provided by BT are listed in Annex 2 attached to this letter. It is agreed that, where a Party (the "Requested Party") does not offer a per line set up service level which is equivalent to the service level offered by the other Party (the "Requesting Party"), the per line set up charge paid by the Requesting Party shall be the charge for the equivalent service offered by the Requesting Party. As Number Portability described in Schedule 04 (including the services referred to in paragraph 2.9 in that Schedule) is not a standard service it will be shown in the Carrier Price List as a BT Charge. ________________________________________________________________________________ 1 of 2 20 ________________________________________________________________________________ It is agreed that pending a modification of the BT Licence relating to the provision of a Number Portability service it is BT's intention to change the BT Charge for Number Portability as detailed in Schedule 04 (including the services referred to in paragraph 2.9 in that Schedule) taking into account the changes in relevant costs as such costs are used by the Director General in determining Interim Charges and Final Charges for the relevant Financial Years in Question. Notwithstanding that any determination by the Director General of charges (if any) for services provided under Schedule 04 (including the services referred to in paragraph 2.9 in that Schedule) are determined after the date of this letter the Parties agree to apply the determined charges back to 01/04/96. The Parties agree for the purpose of paragraph 19.1.1 of the Agreement, that modification of either Party's Licence relating to the provision of a number portability service shall entitle either Party to seek to amend the Agreement by serving a review notice. Yours faithfully Accepted and agreed: For an on behalf of For and on behalf of BRITISH TELECOMMUNICATIONS PLC NYNEX CABLECOMMS BOLTON ________________________________________________________________________________ 2 of 2 21 ANNEX 1 NYNEX CABLECOMMS BOLTON 1. NUMBER PORTABILITY CHARGES Per line set up charge Fax based, no Real Time Router Pounds Sterling 9.23 Electronic Data Interchange, no Real Time Router Pounds Sterling 8.03 Fax based, Real Time Router in use Pounds Sterling 8.60 Electronic Data Interchange, Real Time Router in use Pounds Sterling 7.40 Data Build Charges Fixed charge Pounds Sterling 1,886.44 Zone charge Pounds Sterling 41.13 Processor charge Pounds Sterling 42.84 Where BT's requirement results in more than one prefix being implemented at the same time at a particular Operator switch then the processor charge for the second and each further prefix implementation shall be; Processor charge Pounds Sterling 16.91 ANNEX 2 BT 1. NUMBER PORTABILITY CHARGES Per line set up charge Fax based, no Real Time Router Pounds Sterling 9.23 Electronic Data Interchange, no Real Time Router Pounds Sterling 8.03 Fax based, Real Time Router in use Pounds Sterling 8.60 Electronic Data Interchange, Real Time Router in use Pounds Sterling 7.40 Additional Conveyance Charges Daytime Evening Weekend Pence per minute 0.15 0.09 0.07
Data Build Charges Fixed charge Pounds Sterling 1,886.44 Zone charge Pounds Sterling 41.13 Processor charge per system X Pounds Sterling 42.84 Processor charge per system AXE10 Pounds Sterling 44.83 Where the Operator's requirement results in more than one prefix being implemented at the same time at a particular BT switch then the processor charge for the second and each further prefix implementation shall be; Processor charge per system X Pounds Sterling 16.91 Processor charge per system AXE10 Pounds Sterling 18.90 _______________________________________________________________________________ 1 of 1 22 ________________________________________________________________________________ The General Manager NYNEX CableComms Bolton The Tolworth Tower Ewell Road Surbiton Surrey KT6 7ED 1996 Dear Sir, INTERCONNECT AGREEMENT BETWEEN NYNEX CABLECOMMS BOLTON AND BRITISH TELECOMMUNICATIONS PLC DATED DAY OF 1996 ("THE AGREEMENT") We refer to the Agreement. Words and expressions used in this letter have the same meaning as in the Agreement. This letter is an agreement in writing by us pursuant to paragraph 30 of the Agreement. Interim Charges are agreed for the services to be provided by the Operator, on a provisional basis, pursuant to paragraph 13.2 of the Agreement (in addition to provisions of paragraphs 19 and 20 of the Agreement), listed in: a) Annex 1 attached to this letter with effect from 1/04/95 for the Financial Year in Question (1/04/95 to 31/03/96); and b) Annex 2 attached to this letter with effect from 1/04/96 for the Financial Year in Question (1/04/96 to 31/03/97). It is agreed pursuant to paragraph 13.2.1 that the charges listed in Annex 1 shall be reviewed on the date that a determination by the Director General of the Final Charges for Standard Services provided by BT for the Financial Year in Question (1/04/95 to 31/03/96) is published. It is further agreed pursuant to paragraph 13.2.1 that the charges listed in Annex 2 shall be reviewed on the date that a determination by the Director General of the: a) Interim Charges; and b) Final Charges for Standard Services provided by BT for the Financial Year in Question (1/04/96 to 31/3/97) is published. Following the above reviews any changes to the charges for the Financial Year in Question (1/04/95 to 31/03/96) for any service provided by the Operator, will take effect from 1/04/95 and the Operator or BT, as the case may be, shall recalculate the charges in respect of such service for the Financial Year in Question using the new charge and calculate the interest for any sum overpaid or underpaid at the OFTEL Interest Rate calculated from the later of the date on which the relevant charges were due to be paid or were paid to the date on which the difference is paid. Following the above reviews any changes to the charges for the Financial Year in Question (1/04/96 to 31/03/97) for any service provided by the Operator, will take effect from 1/04/96 and the Operator ________________________________________________________________________________ 1 of 9 23 ________________________________________________________________________________ or BT, as the case may be, shall recalculate the charges in respect of such service for the Financial Year in Question using the new charge and calculate the interest for any sum overpaid or underpaid at the OFTEL Interest Rate calculated from the later of the date on which the relevant charges were due to be paid or were paid to the date on which the difference is paid. It is agreed that the charges for the services to be provided by the Operator under Schedule 546 are those referred to in Annex 3 attached to this letter. Yours faithfully, Accepted and agreed: For and on behalf of For and on behalf of BRITISH TELECOMMUNICATIONS PLC NYNEX CABLECOMMS BOLTON ________________________________________________________________________________ 2 of 9 24 _______________________________________________________________________________ ANNEX 1 FINANCIAL YEAR IN QUESTION 01/4/95 TO 31/03/96 NYNEX CABLECOMMS BOLTON The Interim Charges to be inserted into the Carrier Price List for the following schedules to the Interconnect Agreement between NYNEX CableComms Bolton and BT are : - SCHEDULE Daytime Evening Weekend 541 1.174 0.693 0.519 545 1.174 0.693 0.519
NOTES : 1) Daytime, Evening and Weekend are as defined in the BT Revised Standard Contract. 2) Charges are quoted in Pence per Minute. _______________________________________________________________________________ 3 of 9 25 _______________________________________________________________________________ ANNEX 1 CONT IN SPAN INTERCONNECTION (ISI) & INTERCONNECT EXTENSION CIRCUITS See ANNEX C, Schedule 01 of the Revised Standard Contract.. OPERATOR CHARGES The Review Date for charges under this Schedule is 1st April 1996 and each anniversary thereafter. _____________________________________________________________________________________________________ DESCRIPTION INTERIM CHARGE _____________________________________________________________________________________________________ ISI - - Connection of ISI Interconnect Link Pounds Sterling Nil - - Rental of ISI Interconnect Link from jointing chamber to BT premises where the jointing chamber is: - - Agreed Pounds Sterling Nil - - Nominated Pounds Sterling 125.00 per 100 metres p.a. (1,2,3b,8) - - new duct See BT Retail Price List (MegaStream) _____________________________________________________________________________________________________ INTRABUILDING LINKS (9) - - Connection Pounds Sterling 1161.00 per 2 Mbit/s - - Rental Pounds Sterling 68.00 per 2 Mbit/s p.a. (3a) _____________________________________________________________________________________________________ SIGNALLING LINK SET (including one route type) - unidirectional - - Connection Pounds Sterling 2790.00 per 2x2 Mbit/s - - Rental Pounds Sterling 188.00 per 2x2 Mbit/s p.a. (3a) Additional Route Type if ordered at same time as Pounds Sterling 416.00 per Traffic Route Signalling Link Set - Connection. Additional Route Type if ordered subsequent to Pounds Sterling 666.00 per Traffic Route Signalling Link Set - Connection. _____________________________________________________________________________________________________ MULTIPLEXOR SERVICE FOR PDH - - Connection Pounds Sterling 296.00 per 2 Mbit/s - - Rental Pounds Sterling 15.00 per 2 Mbit/s p.a. (3a) MULTIPLEXOR SERVICE FOR SDH - - Connection Pounds Sterling 584.00 per 2 Mbit/s - - Rental Pounds Sterling 122.50 per 2 Mbit/s p.a. (3a)
_______________________________________________________________________________ 4 of 9 26 _______________________________________________________________________________________________ DESCRIPTION INTERIM CHARGE _______________________________________________________________________________________________ INTERCONNECTION EXTENSION CIRCUIT (IEC) - - Connection Pounds Sterling 440.87 per 2 Mbit/s - - Rental - Fixed Element Pounds Sterling 3253.26 per 2 Mbit/s p.a. (3a) - - plus Rental - per Km charge Pounds Sterling 43.62 per 2 M/bits p.a. (3a & 7) _______________________________________________________________________________________________ RE-ARRANGEMENTS (6) - - of a Route Type Pounds Sterling 514.00 per Traffic Route - - of a Signalling Link Set, including one Route Pounds Sterling 874.00 per 2x2 Type, to a different BT Switch Connection. Mbit/s - - of an additional Route Type to a different Pounds Sterling 416.00 per Traffic Route BT Switch Connection. - - of an Intrabuilding Link to a different Pounds Sterling 514.00 per 2 Mbit/s BT Switch Connection. - - of a Signalling Link Set, including one Route Pounds Sterling 1791.00 per 2x2 Type, to a different Operator Switch Connection. Mbit/s - - of an additional Route Type to a different Pounds Sterling 416.00 per Traffic Route Operator Switch Connection. - - of an Intrabuilding Link to a different Pounds Sterling 972.00 per 2 Mbit/s Operator Switch Connection. Operator Switch modification due to BT bearer change Pounds Sterling 626 .00 per 2 Mbit/s _______________________________________________________________________________________________
NOTES : 1) Distance charged will be radial distance between relevant buildings and the Point of Connection. 2) Or part thereof, ignoring the first 100 metres. 3a) Rental is payable annually in advance. 3b) Rental is payable annually in arrears. 4) Distance charged will be actual distance. 5) Charges to be met by the Party requesting the Capacity re-arrangement. 6) Rental charges will continue to apply to re-arranged links. 7) Distance charged will be the radial distance between the relevant building and the Remote Switch. 8) The rental is calculated in accordance with Schedule 01 paragraph 11. 9) If an IBL contains a Signalling Link supporting unidirectional traffic, that IBL charge is contained within the unidirectional Signalling Link Set Charge applicable to that Signalling link _______________________________________________________________________________ 5 of 9 27 ________________________________________________________________________________ ANNEX 2 FINANCIAL YEAR IN QUESTION 01/4/96 TO 31/03/97 NYNEX CABLECOMMS BOLTON The Interim Charges to be inserted into the Carrier Price List for the following schedules to the Interconnect Agreement between NYNEX CableComms Bolton and BT are : - SCHEDULE Daytime Evening Weekend 541 1.174 0.693 0.519 545 1.174 0.693 0.519
Notes : 1) Daytime, Evening and Weekend are as defined in the BT Revised Standard Contract. 2) Charges are quoted in Pence per Minute. ________________________________________________________________________________ 6 of 9 28 ________________________________________________________________________________ ANNEX 2 CONT IN SPAN INTERCONNECTION (ISI) & INTERCONNECT EXTENSION CIRCUITS See ANNEX C, Schedule 01 of the Revised Standard Contract.. OPERATOR CHARGES The Review Date for charges under this Schedule is 1st April 1997 and each anniversary thereafter. ________________________________________________________________________________________ DESCRIPTION INTERIM CHARGE ___________________________________________________________________________________________ ISI - - Connection of ISI Interconnect Link Pounds Sterling Nil - - Rental of ISI Interconnect Link from jointing chamber to BT premises where the jointing chamber is: - - Agreed Pounds Sterling Nil - - Nominated Pounds Sterling 125.00 per 100 metres p.a. (1,2,3b,8) - - new duct See BT Retail Price List (MegaStream) ___________________________________________________________________________________________ INTRABUILDING LINKS (9) - - Connection Pounds Sterling 1161.00 per 2 Mbit/s - - Rental Pounds Sterling 68.00 per 2 Mbit/s p.a. (3a) ___________________________________________________________________________________________ SIGNALLING LINK SET (including one route type) - unidirectional - - Connection Pounds Sterling 2790.00 per 2x2 Mbit/s - - Rental Pounds Sterling 188.00 per 2x2 Mbit/s p.a. (3a) Additional Route Type if ordered at same time as Pounds Sterling 416.00 Signalling Link Set - Connection. per Traffic Route Additional Route Type if ordered subsequent to Pounds Sterling 666.00 Signalling Link Set - Connection. per Traffic Route __________________________________________________________________________________________ MULTIPLEXOR SERVICE FOR PDH - - Connection Pounds Sterling 296.00 per 2 Mbit/s - - Rental Pounds Sterling 15.00 per 2 Mbit/s p.a. (3a) __________________________________________________________________________________________ MULTIPLEXOR SERVICE FOR SDH - - Connection Pounds Sterling 584.00 per 2 Mbit/s - - Rental Pounds Sterling 122.50.00 per 2 Mbit/s p.a. (3a)
________________________________________________________________________________ 7 of 9 29 _______________________________________________________________________________ _______________________________________________________________________________________________ DESCRIPTION INTERIM CHARGE _______________________________________________________________________________________________ INTERCONNECTION EXTENSION CIRCUIT (IEC) - - Connection Pounds Sterling 440.87 per 2 Mbit/s - - Rental - Fixed Element Pounds Sterling 3253.26 per 2 Mbit/s p.a. (3a) - - plus Rental - per Km charge Pounds Sterling 43.6 2 per 2 M/bits p.a. (3a & 7) _______________________________________________________________________________________________ RE-ARRANGEMENTS (6) - - of a Route Type Pounds Sterling 514.00 per Traffic Route - - of a Signalling Link Set, including one Route Pounds Sterling 874.00 per 2x2 Type, to a different BT Switch Connection. Mbit/s - - of an additional Route Type to a different Pounds Sterling 416.00 per Traffic Route BT Switch Connection. - - of an Intrabuilding Link to a different Pounds Sterling 514.00 per 2 Mbit/s BT Switch Connection. - - of a Signalling Link Set, including one Route Pounds Sterling 1791.00 per 2x2 Type, to a different Operator Switch Connection. Mbit/s - - of an additional Route Type to a different Pounds Sterling 416.00 per Traffic Route Operator Switch Connection. - - of an Intrabuilding Link to a different Pounds Sterling 972.00 per 2 Mbit/s Operator Switch Connection. Operator Switch modification due to BT bearer change Pounds Sterling 626.00 per 2Mbit/s _______________________________________________________________________________________________
NOTES : 1) Distance charged will be radial distance between relevant buildings and the Point of Connection. 2) Or part thereof, ignoring the first 100 metres. 3a) Rental is payable annually in advance. 3b) Rental is payable annually in arrears. 4) Distance charged will be actual distance. 5) Charges to be met by the Party requesting the Capacity re-arrangement. 6) Rental charges will continue to apply to re-arranged links. 7) Distance charged will be the radial distance between the relevant building and the Remote Switch. 8) The rental is calculated in accordance with Schedule 01 paragraph 11. 9) If an IBL contains a Signalling Link supporting unidirectional traffic, that IBL charge is contained within the unidirectional Signalling Link Set Charge applicable to that Signalling link _______________________________________________________________________________ 8 of 9 30 ________________________________________________________________________________ ANNEX 3 FINANCIAL YEAR IN QUESTION 01/4/96 TO 31/03/97 NYNEX CABLECOMMS BOLTON SCHEDULE 546 The charges specified from time to time in the Carrier Price List for Schedule 541 shall apply to Calls under Schedule 546. ________________________________________________________________________________ 9 of 9 31 _______________________________________________________________________________ General Manager Interconnect, NYNEX Cablecomms Bolton The Tolworth Tower Ewell Road Surbiton Surrey KT6 7ED 1996 Dear Sir, STANDARD INTERCONNECT AGREEMENT BETWEEN NYNEX CABLECOMMS BOLTON AND BRITISH TELECOMMUNICATIONS PLC DATED OF 1996 We have, today, entered into an Interconnect Agreement "the Agreement" which provides for a process for the review and possible determination of certain matters. This letter is an agreement, pursuant to paragraph 19.1.3 of the main body of the Agreement, to the effect that those matters set out in the annex to this letter shall be reviewed. This annex sets out the title and probable part of the contract text of the matter to be reviewed in column 1, the period of time for reaching agreement in substituton of the period of time referred to in paragraph 20.1 in column 2 and brief details of the matter to be reviewed in column 3. This letter is a review notice in relation to such matters for the purposes of paragraph 19.2 where the deemed date of service of the review notice shall be 1 April 1996. If we fail to reach agreement in respect of a matter in column 1 of the annex within the time period set out alongside it in column 2, then either of us may, where appropriate, request in writing the Director General of Telecommunications to make a determination. Where the matter is of a financial nature the effective date of the agreements or determinations shall be 1 April 1996. For all other matters the effective date shall be the date when any amendment to give effect to such agreement or determination is incorporated into the Agreement. Secondly, this letter acknowledges that there are other matters deserving of further consideration between BT and the OLO Group. It is our intention to set up a Forum, the purpose of which will be to continue the discussion process which preceded the coming into being of the Agreement. The initial agreed set of issues to be dealt with by this Forum are those contained in the annex but we also agree that either of us may table other issues for discussion. As and when any issue is agreed between us, we will incorporate such agreement into the Agreement entered into today (as the same may have been amended by us subsequently). Thirdly, BT acknowledges that changes to the Agreement will be made available to all operators, whether such changes are brought about as a consequence of agreement following a review or as a consequence of determination by the Director General. Yours faithfully, Agreed and accepted __________________________________ __________________________________ For and on behalf of For and on behalf of BRITISH TELECOMMUNICATIONS PLC NYNEX CABLECOMMS BOLTON _______________________________________________________________________________ 32 ANNEX
____________________________________________________________________________________________________________________________ ISSUE PERIOD OF TIME DETAILS OF ISSUES FOR REVIEW ____________________________________________________________________________________________________________________________ Interim Prices for New Services One day The Operator believes that where agreement cannot be reached, the (Main Body paragraph 8) temporary interconnect prices, for conveying calls to a new PSTN services should be established by the Operator launching the service in question. This would be a reciprocal arrangement. In each case the matter could be referred in due course to OFTEL for determination of the price. Both Parties would, of course, remain free to set retail charges for new services as they see fit (subject to relevant fair trading constraints within their respective Licences). BT and the Operator have been unable to agree that the Party launching the service should establish the temporary interconnect charges, in all instances. ____________________________________________________________________________________________________________________________ 0800 Number Range digit length 2 months BT currently operates 6 digit 0800 numbers. BT's current access (Schedule 110 and 311) service is based upon seven digit 0800 numbers for OLOs. The Operator would like a method to be adopted to enable BT or the Operator to use either 6 or 7 digits. ____________________________________________________________________________________________________________________________ Connection Charges for CSI 1 month The Operator believes that no connection charges should be payable provided under paragraph 3.2 for CSI for BT's use provided under the circumstances set out of the Main Body in paragraph 3.2 of the Main Body. ____________________________________________________________________________________________________________________________
33 ANNEX
_______________________________________________________________________________________________________________________________ ISSUE PERIOD OF TIME REVIEW NOTICE FOR REVIEW _______________________________________________________________________________________________________________________________ ISI "bothway" (Schedule 01) 6 months The Parties agree that this is a new product for which the detailed requirements are yet to be developed. The basic requirement is for both Parties' traffic to be carried in the same Traffic Routes on ISI. Whilst technically feasible, work needs to be undertaken to ensure that each Party's Calls cannot be inadvertently "blocked" by the other and to develop appropriate billing mechanisms. _______________________________________________________________________________________________________________________________ Charging for 0800 Calls 2 months BT maintains that where the Operator charges its customer for access (Schedule 110 and 311) to 0800 calls it should be obliged to inform the customer. The Operator does not see the need for the contract to impose this requirement. _______________________________________________________________________________________________________________________________ DMA timescales (Schedule 140) 6 months The Operator wishes to have a DMA process that is faster than the current process either for all or some DMAs. _______________________________________________________________________________________________________________________________ DMA Abatement of Charges 6 months The Operator seeks financial compensation for late or incorrect (Schedule 140) DMAs. BT believes the Operator already has a right to compensation for damage under the contract. Any form of abatement would be a disincentive to the faster process requested. _______________________________________________________________________________________________________________________________ NIS Abatement of Charges 6 months The Operator seeks financial compensation for late or incorrect entries (Schedule 150) into NIS. In such event BT would require payment for work associated with rejecting erroneous entries. BT is currently developing a new product to enable the Operator to enter its customer details into NIS. _______________________________________________________________________________________________________________________________
34 ANNEX
___________________________________________________________________________________________________________________________ ISSUE PERIOD OF TIME REVIEW NOTICE FOR REVIEW ____________________________________________________________________________________________________________________________ CSI Separation (Schedule 130) 6 months The Parties agree that this is a product that needs a new product definition and price. ___________________________________________________________________________________________________________________________ NIS Charges (Schedule 150) 12 months NIS charging is being considered by OFTEL as part of the review of the Use of Directory Information. The results of this may need to be accommodated in the Agreement. ___________________________________________________________________________________________________________________________ Duct Charges (Schedule 01 6 months BT charges for duct are the BT retail charges. The Operator and 130) disputes this basis. The OFTEL consultation on duct and pole sharing is considering this issue. The results may need to be accommodated into the Agreement. ___________________________________________________________________________________________________________________________ IDD charges where the 2 months BT charges for IDD for routes where the Operator is providing Operator has an service under its own licence are retail rates. The Operator believes International or ISR that the "condition 13" IDD rates should apply. Licence (Schedule 104) ___________________________________________________________________________________________________________________________ DMA Charges (Schedule 140) 9 months This issue is whether charges should be levied for any or all DMA requested in the other Party's network. The Parties may continue discussing this matter in connection with the other DMA issues noted above. This is being addressed by OFTEL as part of a review of residual structural barriers. The results may need to be built into the contract. ___________________________________________________________________________________________________________________________ New Services Notice Periods 3 months Where either Party launches a PSTN service with obligatory access, for PSTN services (Main Body (such as a new value added service) it should provide notice to para 8) the other Party to enable access from the other Party's customers. Such period of time needs to be agreed. ___________________________________________________________________________________________________________________________ New Services Notice Periods 12 months The notice period of the launch of new services is planned to be for NON PSTN services considered by the IPF Sub Group. The results of this may need to (Main Body para 8) be built into the Agreement. ___________________________________________________________________________________________________________________________
EX-27 4 FINANCIAL DATA SCHEDULE
5 0000939916 NYNEX CABLE COMMS GROUP INC. 1,000 POUNDS STERLING 6-MOS DEC-31-1996 JUN-30-1996 1.5529 4,580 0 29,231 2,306 0 34,634 1,072,356 86,541 1,104,912 104,001 283,223 0 0 98,270 511,804 1,104,912 0 68,050 0 102,836 0 0 10,352 (13,486) 0 (13,486) 0 0 0 (13,486) (0.146) (0.146)
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