Sub Loop Unbundling Agreement by jay16344

VIEWS: 22 PAGES: 27

									                               REFERENCE OFFER
                             SUBJECT TO CONTRACT




                                 DATED # 20xx




                            AGREEMENT FOR

                            SUB LOOP ACCESS


                                   between


            #[COMMUNICATIONS PROVIDER]


                                       and


       BRITISH TELECOMMUNICATIONS plc




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                                       CONTENTS

                                     CONDITIONS
               1            Definitions and Interpretation
               2            Commencement and Duration
               3            Scope
               4            New Services
               5            Provision of Information
               6            Technical Compliance
               7            Interference with Other’s Services
               8            BT General Powers
               9            System Protection and Safety
               10           System Alteration and Specifications
               11           Billing
               12           Charges and Payment
               13           Changes to this Contract
               14           Determination
               15           Confidentiality
               16           Force Majeure
               17           Limitation of Liability
               18           Intellectual Property Rights
               19           Assignment
               20           Disputes
               21           Breach, Suspension and Termination
               22           Notices
               23           Entire Agreement
               24           Variations
               25           Waiver
               26           Independent Contractors and Agency
               27           Severability
               28           The Contracts (Rights of Third Parties) Act 1999
               29           Governing Law




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                                        ATTACHMENTS

                                               SERVICES
               Part I       ~    Forecasting and Surveys
               Part II      ~    Services




                                        SPECIFICATIONS

               As listed in the Attachment to the Conditions


                                           DEFINITIONS

               Part III     ~    Definitions




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THIS AGREEMENT is made the # day of #[month] 20xx

between

#[Communications Provider] registered in England No. #[number] having its registered
office at #[address]

and

BRITISH TELECOMMUNICATIONS public limited company registered in
England No. 1800000 having its registered office at 81 Newgate Street, London, EC1A
7AJ.

Whereas

A              The Communications Provider provides and operates a Public Electronic
               Communications Network for the provision of Public Electronic
               Communications Services

B              The Communications Provider has requested and BT agrees to supply to the
               Communications Provider Sub Loop Access services and facilities 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 are as defined in Part III.

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.   the Conditions
                       2.   Part III
                       3.   Parts I and II
                       4.   Specifications
                       5.   Price List

1.4            Save to the extent that the Agreement expressly requires otherwise, the
               Customer Service Plan referred to in this Agreement is not legally binding.

1.5            Words importing one gender include any other gender.

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1.6            Words importing the singular include the plural and vice versa.

1.7            Where a Party comprises more than one person the obligations and
               liabilities of that Party under this Agreement are joint and several
               obligations of those persons.

1.8            The clause and schedule headings and the tables of contents do not form
               part of this Agreement and are not to be taken into account in its
               construction or interpretation.

1.9            Unless agreed otherwise information shall be exchanged between the Parties
               in electronic form.

2.             COMMENCEMENT AND DURATION

2.1            This Agreement takes effect on the Commencement Date and shall continue
               until terminated pursuant to this Agreement.

2.2            In the event that either Party’s entitlement to provide all or a material part of
               its Public Electronic Communications Network is suspended or prohibited
               by Ofcom and/or ceases to be a communications provider as defined by
               section 405(1) of the Act, the Party whose entitlement is not so suspended,
               prohibited or ceased may terminate the Agreement (or such part thereof as
               may be reasonable in the circumstances), such termination to take effect at
               the time of such suspension, prohibition or cessation.

2.3            A Party may terminate this Agreement by giving at any time to the other not
               less than 12 months' written notice to terminate.

2.4            After a notice has been given pursuant to clause 2.2 or 2.3 a Party may
               request the other Party to carry on good faith negotiations with a view to
               entering into a new agreement.

2.5            Following a request pursuant to clause 2.4, if, on termination of this
               Agreement either Party would be obliged under a Condition to enter into a
               new agreement with the other Party then the Parties shall carry on good faith
               negotiations with a view to entering into a new agreement within a
               reasonable period, or in the case of clause 2.3 with a view to that agreement
               taking effect on termination of this Agreement.

3.             SCOPE

3.1            BT shall provide and the Communications Provider shall pay for the Service
               pursuant to this Agreement.




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4.             NEW SERVICES

4.1            If the Communications Provider requests from BT under this agreement an
               agreement for the provision of a service or facility which is not made
               available by BT, the Parties shall proceed in accordance with the New
               Services Manual.

5.             PROVISION OF INFORMATION

5.1            BT will provide to the Communications Provider as soon as reasonably
               practicable, but not later than 5 Working Days from the date of this
               Agreement an internet access address and password to enable the
               Communications Provider to view the BT Exchange Area Data and SLU
               Data during the period of this Agreement. The data is provided for the sole
               purpose of enabling the Communications Provider to consider whether to
               request Services from BT pursuant to this Agreement.

5.2            The BT Exchange Area Data shall comprise the following information:

5.2.1                  the location of MDF Sites;

5.2.2                  a list of the postcodes served by each MDF Site;

5.2.3                  where available, information on the availability of Co-location,
                       including:

                   (a)      a list of MDF Sites where Co-Location facilities have already
                            been provided and where space might readily be made available;

                   (b)      a list of MDF Sites where Co-location cannot readily be made
                            available;

5.2.4                  a list of number ranges served by each MDF Site

               and the SLU Data shall comprise the following information:

5.2.5                  SLCP location information including its address and grid reference;

5.2.6                  the Calculated Value for each SLCP;

5.2.7                  the MDF Site to which the SLCP is connected.

5.3            If the Communications Provider downloads or copies the BT Exchange
               Area Data the Communications Provider shall maintain an audit trail which
               provides detailed records of all downloads and copies and the details of
               holders and personnel who have access to such information. The audit trail
               information shall be made available to BT on request.

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5.4            Upon termination of this Agreement the Communications Provider shall
               destroy any copies of the data in the Communications Provider’s possession
               and shall certify to BT that this has been done.

5.5            Except as otherwise agreed, each Party shall provide free of charge one
               copy of the information reasonably required from time to time by the other
               Party for the provision of Service pursuant to this Agreement.

5.6            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.

5.7            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.

5.8            If a Disclosing Party provides information to a Receiving Party, the
               Disclosing Party shall have obtained all appropriate Third Party consents.

5.9            Subject to clause 17, 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 reasonably imposed and
               identified at the time when the information was provided.

5.10           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 1998, a Condition as appropriate or any code of practice
               on the confidentiality of customer information issued by the Information
               Commissioner.

5.11           As soon as reasonably practicable after the Commencement Date the Parties
               shall co-operate to produce a Customer Service Plan. The Customer Service
               Plan shall contain details of the points of contact within the
               Communications Provider’s and BT’s organisations. The Parties shall
               endeavour to keep these documents up to date.

6.             TECHNICAL COMPLIANCE

6.1            The Communications Provider shall ensure that any equipment provided by
               it and used in connection with an Sub Loop MPF, Sub Loop SMPF, Sub
               Loop Circuit or Sub Loop Tie Cable is compliant by configuring to and
               testing such equipment against the requirements (including the Calculated
               Value) of the relevant SLU section of the Access Network Frequency Plan.



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6.2            Neither Party shall connect, or knowingly permit the connection, to a Sub
               Loop Circuit or a SLCP Access Tie Cable of equipment that is not
               compliant with the Access Network Frequency Plan and any other relevant
               standards (including, without limitation, EMC requirements and electrical
               safety) in connection with a Sub Loop Circuit or a SLCP Access Tie Cable.
               Each Party shall ensure that its equipment remains compliant with the
               Access Network Frequency Plan and other relevant standards.

6.3            BT shall not be obliged to provide to the Communications Provider a Sub
               Loop Circuit or a SLCP Access Tie Cable before the Communications
               Provider has confirmed to BT in writing that the equipment that the
               Communications Provider proposes to attach to such circuit or cable is and
               will remain compliant with the provisions of clause 6.2.

6.4            BT shall ensure that any BT equipment connected to an MPF, SMPF or
               SLCP shall be and shall continue to be compliant and will operate within the
               limits of the Access Network Frequency Plan and any other relevant
               standards.

7.             INTERFERENCE WITH OTHER’S SERVICES

7.1            When BT has reasonable grounds to believe that the Communications
               Provider is using equipment or is permitting the use by its Customer of
               equipment which is causing interference to other services (including Third
               Party Communications Providers’ services) BT may:

7.1.1                  notify the Communications Provider of its reasonable grounds for
                       believing that there is use of equipment which is not Compliant
                       Equipment or interference has/is taking place; and

7.1.2                 give the Communications Provider a reasonable opportunity to
                      demonstrate that this is not the case or to remedy the situation; and

7.1.3                  if the Communications Provider fails to do so within a reasonable
                       period;

               suspend or cease Service to the Sub Loop Circuit or SLCP Access Tie Cable
               concerned until the Communications Provider is able to demonstrate to
               BT’s reasonable satisfaction that the matter has been remedied.

7.2            Where the circumstances necessitate immediate action to cease to provide or
               maintain a particular Sub Loop Circuit or SLCP Access Tie Cable, BT shall
               take such action, but if the Communications Provider remedies the situation
               and takes action to the reasonable satisfaction of BT to ensure that it will not
               reoccur, the provision or maintenance of the circuit or cable will be re-
               established.



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7.3            If the Communications Provider's equipment adversely affects the normal
               operation of BT's or any Third Party Communications Providers’ services,
               or is a threat to any person's safety, BT may suspend, to the extent
               necessary, such of its obligations hereunder, and for such period as may be
               reasonable, to ensure the normal operation of the BT System or any Third
               Party Communications Provider’s system or reduce the threat to safety.

7.4            When BT is investigating a report of interference to BT's or any Third Party
               Communications Providers’ services or the equipment or services of other
               Third Parties, the Communications Provider shall on request provide to BT,
               insofar as the Communications Provider is able to do so, technical
               information relating to any equipment used in connection with a Sub Loop
               Circuit or a SLCP Access Tie Cable and the signals generated by that
               equipment. The information requested shall be limited to that necessary to
               resolve the interference problem and used solely for the purpose of
               resolving that problem.

8.       BT GENERAL POWERS

8.1            Occasionally BT, acting reasonably, may:

8.1.1                  in an emergency, suspend Sub Loop Circuits or SLCP Access Tie
                       Cables temporarily in order to provide or safeguard service to a
                       hospital or to the emergency, or other essential, services;

8.1.2                  temporarily suspend Sub Loop Circuits or SLCP Access Tie Cables
                       for the purpose of alteration of any part of BT’s System to permit the
                       passage of vehicles with abnormal loads;

8.1.3                  temporarily suspend Sub Loop Circuits or SLCP Access Tie Cables
                       for the purpose of repair, maintenance or improvement of any part of
                       BT’s System; and

8.1.4                  give the Communications Provider reasonable instructions about the
                       use of Sub Loop Circuits or SLCP Access Tie Cables which BT
                       reasonably thinks are in the interests of health, safety or of the quality
                       of service to BT’s customers or to Third Party Communications
                       Providers’ customers.

8.2            Wherever possible, BT will give the Communications Provider as much
               notice as possible before doing any of the above things and BT will restore
               Sub Loop Circuits or SLCP Access Tie Cables as soon as possible after
               temporary suspension.

8.3            BT shall have the right to disconnect a Sub Loop Circuit or an SLCP Access
               Tie Cable (or any part of it) without prior notice to the Communications
               Provider if at such time in the reasonable opinion of BT it is exposing any
               person to any danger of death or injury or is causing or is suspected of
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               causing damage to BT's telecommunications apparatus or other property or
               such exposure or damage is imminent and BT will immediately notify the
               Communications Provider of the circumstances in which such Sub Loop
               Circuit or SLCP Access Tie Cable has been so disconnected PROVIDED
               THAT prior to disconnecting the Sub Loop Circuit or SLCP Access Tie
               Cable BT shall, if practicable, contact the Communications Provider and
               liaise with the Communications Provider to ensure that such disconnection
               causes the least possible disruption of the telecommunication service carried
               on by the Communications Provider.

8.4            BT shall not be liable to the Communications Provider for any loss damage
               or injury arising by reason of BT's action in disconnecting the Sub Loop
               Circuit or SLCP Access Tie Cable or for any interruption to the
               telecommunication service carried on by the Communications Provider
               using the Sub Loop Circuit or SLCP Access Tie Cable howsoever caused
               except where the loss damage or injury is caused directly by the negligence
               of, or breach of contract by, BT.

8.5            In the event of a disconnection in accordance with clause 8.3 BT shall not
               reconnect the Sub Loop Circuit or SLCP Access Tie Cable until the reasons
               for its disconnection have been lawfully remedied at the Communications
               Provider's expense and to BT's reasonable satisfaction PROVIDED THAT
               if the danger or threat referred to in clause 8.3 is caused directly due to the
               negligence of BT then BT shall be responsible for the costs of reconnecting
               such circuit or cable.

8.6            Where the reasons for disconnection of the Sub Loop Circuit or SLCP
               Access Tie Cable cannot be remedied by the Parties using their reasonable
               endeavours, this Agreement shall be terminated to the extent that it relates to
               the Sub Loop Circuit or SLCP in question.

9.             SYSTEM PROTECTION AND SAFETY

9.1            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:

9.1.1                  endanger the safety or health of employees, contractors, agents or
                       Customers of the other Party or any Third Party; or

9.1.2                  damage, interfere with or cause any deterioration in the operation of
                       the other Party's System or a Third Party Communications Provider’s
                       system.

10.                SYSTEM ALTERATIONS AND SPECIFICATIONS

10.1           Each Party shall comply with the Specifications in so far as they apply to
               the provision of Service pursuant to this Agreement.
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10.2           If BT wishes to make a System Alteration, it shall give the Communications
               Provider 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 BT shall supply to the Communications
               Provider such information as the Communications Provider may reasonably
               request including, to the extent reasonably practicable, the potential impact
               on the service provided by the Communications Provider to Customers.

10.3           If necessary, the Parties shall amend the Specifications prior to a System
               Alteration.

10.4           Following a System Alteration, the Parties agree to re-test and reconfigure
               their equipment to ensure its compliance to the Access Network Frequency
               Plan, in particular the Calculated Value, to ensure such equipment does not
               adversely affect the normal operation of BT’s or any third party
               communications providers’ services.

11.            BILLING

11.1           BT shall provide to the Communications Provider invoices of all amounts
               due to it, calculated in accordance with the Price List.

11.2           The Communications Provider agrees to pay all charges for the Service as
               shown in the Price List (or as otherwise agreed in writing) and calculated
               using the details recorded by BT.

11.3           The Communications Provider agrees to pay the charges within 30 calendar
               days of the date of BT’s invoice. BT may charge Interest on late payments
               in accordance with the Interest Rate for the period beginning on the date on
               which payment is due and ending on the date payment is actually made.

11.4           If a refund is due to the Communications Provider by BT (unless that
               overpayment results from information provided by the Communications
               Provider which is not attributable to information provided by BT), the
               Communications Provider may charge Interest on late repayments in
               accordance with the Interest Rate for the period beginning on the date on
               which the parties agree BT shall make the repayment and ending on the date
               BT actually makes payment. If any charge is recalculated or adjusted with
               retrospective effect under an order, direction, determination or requirement
               of Ofcom, or any other regulatory authority or body of competent
               jurisdiction, the parties agree that interest will not be payable on any amount
               due to either party as a result of that recalculation or adjustment.


12.            CHARGES AND PAYMENT

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12.1           The Communications Provider shall pay the charges calculated in
               accordance with, and within the time specified in this Agreement.

12.2           No charges shall be payable under this Agreement by the Communications
               Provider unless such charges are specifically referred to in this Agreement
               or are agreed in writing between the Parties.

12.3           BT may revise the charges set out in the Price List at any time provided that
               BT shall give the Communications Provider not less than 90 calendar days’
               prior written notice.

12.4           The charges in this Agreement are exclusive of VAT unless such charges
               are stated to be inclusive of VAT.

12.5           Where VAT is chargeable in respect of the supply of goods or services for
               which the payment is consideration and insofar as such payments fall to be
               made under this Agreement the amount of such VAT shall be paid in
               addition thereto.

12.6           Without prejudice to and save as mentioned earlier in this clause 12 where
               any supply is made pursuant to this Agreement the recipient of the supply
               shall pay to the supplier the amount of any VAT chargeable in respect
               thereof.

12.7           Where any payment is required to be made pursuant to this Agreement to
               reimburse the payee for any expenditure incurred by the payee such
               payment shall include an amount equal to any VAT comprised in that
               expenditure which is not recoverable by the payee as input tax under section
               25 of the Value Added Tax Act 1994.

12.8           Invoices are due and payable in pounds sterling.

12.9           The Communications Provider acknowledges that it may be subject to BT’s
               credit vetting policy procedures for local loop unbundling services as
               published by BT from time to time. Should BT consider it necessary
               following the application of such procedures or should the Communications
               Provider fail to pay the charges due under or in connection with this
               Agreement, BT may (without prejudice to any other rights and remedies
               available to BT), at any time, require the Communications Provider to pay a
               deposit or provide a guarantee as security for payment of future charges.
               The Communications Provider agrees to pay such deposit or provide such
               guarantee in accordance with BT’s credit vetting policy and procedures for
               local loop unbundling services, failing which BT reserves the right, without
               prejudice to any other rights and remedies available to it under this
               Agreement to refuse to accept any further orders for the Service and to
               suspend performance of such of its obligations under this Agreement as is
               reasonable in the circumstances until such deposit or guarantee is
               forthcoming.
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13.            CHANGES TO THIS CONTRACT

13.1           BT may change this Agreement at any time by giving at least 90 days notice
               before the change takes effect in order to:

13.1.1                 comply with any legal or regulatory obligation; or

13.1.2                 protect the use of the BT Corporate Marks; or

13.1.3                 introduce new or improved service levels; or

13.1.4                 maintain the integrity or security of the Service or BT System; or

13.1.5                 improve clarity, or make corrections to typographical errors;

               providing that the changes in this clause 13.1 shall not unreasonably affect
               the Service.

13.2           A Party may initiate a general review of this Agreement by serving a review
               notice during the period of three months commencing on 1 April 2010 and
               every second anniversary of 1 April 2010. Following a notice of review, BT
               agrees to negotiate in good faith with a group of Communications Providers
               which it reasonably believes represents the Communications Provider
               industry for Service. If the Parties fail to reach agreement on the subject
               matter of the review within three months of commencing negotiations, the
               Parties will resolve the dispute in accordance with the Dispute resolution
               provisions of this Agreement. Any change resulting from negotiation or
               resolution with such group of Communications Providers shall be deemed
               agreement with the Communications Provider to that contractual change.
               Any change will be notified to the Communications Provider and BT will
               publish details of any change on the BT website not less than 28 days before
               the change is to take effect.

14.            DETERMINATION

14.1           On receipt of a request for a determination Ofcom may make an order,
               direction, determination or consent if Ofcom is satisfied that:

14.1.2                 the modifications sought to this Agreement are material.

14.2           An order, direction, determination or consent by Ofcom shall be limited to
               the subject matter of the request for a determination.

14.3           The Parties shall enter into an agreement to modify or replace the
               Agreement in accordance with any order, direction, determination or
               consent of Ofcom unless such order, direction, determination or consent is
               subject to a legal challenge.
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14.4           If the order, direction, determination or consent 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 Ofcom’s order,
               direction, determination or consent or re-determination as a result of the
               legal proceedings.

14.5           For the avoidance of doubt, order, direction, determination or consent
               relating to a charge shall include an order, direction, determination or
               consent relating to the basis for calculating that charge.

14.6           The provisions of this clauses 14 are intended to establish a framework for
               the review and determination of the provisions of this Agreement, but are
               not intended to prejudice the rights, liabilities and obligations of the Parties
               created by and under a Condition.

15.            CONFIDENTIALITY

15.1           Subject to the following provisions of this clause 15, 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 shall not) disclose such information to any Third
               Party.

15.2           A Receiving Party shall exercise no lesser degree of care of Confidential
               Information than would a reasonable person with knowledge of the
               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.

15.3           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.

15.4           A Receiving Party may disclose Confidential Information to an Associated
               Company, subject to the Associated Company undertaking in writing to the
               Disclosing Party to comply with obligations equivalent to these contained in
               this clause 15.

15.5           A Receiving Party may disclose Confidential Information to a contractor or
               agent, subject to the contractor or agent undertaking in writing to the
               Disclosing Party to comply with obligations equivalent to those contained in
               this clause 15.

15.6           The following shall not constitute a breach of this clause 15:



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15.6.1                 a disclosure authorised in writing by the Disclosing Party to the extent
                       of that authority; or

15.6.2                 a disclosure to an Emergency Organisation; or

15.6.3                 publication of all or part of this Agreement or details of it pursuant to
                       a Condition; or

15.6.4                 a disclosure which is properly made pursuant to a relevant statutory or
                       regulatory obligation; or

15.6.5                 a disclosure properly and reasonably made to Ofcom, or to an
                       arbitrator, expert or any person appointed by the Parties for the
                       resolution of a Dispute; or

15.6.6                 a disclosure to obtain or maintain any listing on any recognised stock
                       exchange,

               subject to in the case of any disclosure specified in clauses 15.6.4 to 15.6.6
               the Receiving Party informing the Disclosing Party as soon as reasonably
               practical, after such disclosure.

15.7           This clause 15 shall continue in force after the termination of this
               Agreement.

16.            FORCE MAJEURE

16.1           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 such Party's
               employees, provided that in circumstances where the industrial dispute
               involves a Party’s own employees, that Party must have taken all reasonable
               actions to prevent such industrial disputes from arising), fire, lightning,
               explosion, flood, subsidence, weather of exceptional severity, acts or
               omissions of persons for whom the Party is not responsible or any other
               cause whether similar or dissimilar outside its reasonable control and any
               such event or circumstance is a force majeure.

16.2           The affected Party shall promptly notify the other Party of the estimated
               extent and duration of its inability to perform or delay in performing its
               obligations (“force majeure notification”).

16.3           Upon cessation of the effects of the force majeure the affected Party shall
               promptly notify the other Party of such cessation.



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16.4           If as a result of a force majeure, the performance by the affected Party under
               this Agreement is affected, that Party shall, subject to the provisions of
               clause 16.6, perform those of its obligations not affected by a force majeure.
               In performing those of its obligations not affected by a force majeure, the
               affected Party 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.

16.5           To the extent that BT is prevented as a result of a force majeure from
               providing all of the services or facilities to be provided under this
               Agreement, the Communications Provider 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.

16.6           Following a force majeure notification and if the effects of such force
               majeure continue for:

16.6.1                 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 clause 16.3) any obligation outstanding shall be
                       fulfilled by the affected Party 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;

16.6.2                 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 clause 16.3), either Party 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 the
                       other Party prior to the expiry of the 30 days notice. If this Agreement
                       is not terminated in accordance with the provisions of this clause
                       16.6.2, any obligations outstanding shall be fulfilled by the affected
                       Party 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 the other Party.

17.            LIMITATION OF LIABILITY

17.1          Save as expressly provided in this Agreement BT has no obligation of any
              kind to the Communications Provider beyond the obligations to exercise the
              reasonable skill and care of a competent telecommunications
              Communications Provider in performing its obligations under this
              Agreement.

17.2          Neither Party excludes or restricts its liability for death or personal injury
              caused by its own negligence or that of its employees, sub-contractors or

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              agents acting in the course of their employment or agency or for fraud or to
              any extent otherwise not permitted by law.

17.3          Subject to the express terms and conditions of this Agreement to the
              contrary, neither Party shall be liable to the other Party under or in
              connection with this Agreement or otherwise for any loss of profit or
              anticipated profit, of revenue or anticipated revenue, of time, of use or
              business interruption, of data, of business or anticipated savings, from
              wasted expenditure or for any indirect or consequential loss in each case
              whatsoever and howsoever caused, including without limitation, by reason
              of misrepresentation (whether made prior to or in this Agreement),
              negligence, other tort, breach of contract or breach of statutory duty.

17.4           Notwithstanding the provisions of paragraph 17.3 each Party shall be liable
               to the other Party for direct loss of revenue (which shall include any direct
               loss of revenue arising under this Agreement or any direct loss of revenue
               arising under any agreement with a Customer in connection with this
               Agreement) caused by reason of negligence, other tort, breach of contract or
               breach of statutory duty, subject to the caps on liability set our in clause
               17.6.

17.5           Notwithstanding the provisions of clause 17.3 each Party accepts liability in
               respect of damage to the other Party’s tangible property resulting from its or
               its employees’ negligence up to an aggregate of two million pounds sterling
               (Stg £2,000,000) for any one event or series of connected events and twenty
               million pounds sterling (Stg £20,000,000) for all events (connected or
               unconnected) in any period of 12 calendar months.

17.6           If a Party is in breach of any of its obligations under this Agreement
               (excluding obligations arising under this Agreement to pay moneys in the
               ordinary course of business and excluding liabilities under clause 17.2), or is
               otherwise liable to the other Party (including liability for negligence or
               breach of statutory duty) such Party's liability to the other shall be limited to
               five hundred thousand pounds sterling (Stg £500,000) for any one event or
               series of connected events and five million pounds sterling (Stg £5,000,000)
               for all events (connected or unconnected) in any period of 12 calendar
               months.
17.7           Each provision of this clause 17 is a separate limitation applying and
               surviving even if one or more such provisions is inapplicable or held
               unreasonable in any circumstances.

17.8           This clause 17 shall continue in force after the termination of this
               Agreement.

18.            INTELLECTUAL PROPERTY RIGHTS

18.1           Except as expressly provided otherwise in this Agreement, Intellectual
               Property Rights shall remain the property of the Party creating or owning
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               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.

19.            ASSIGNMENT

19.1           Neither party may transfer any of their rights or obligations under this
               Contract, without the written consent of the other, such consent not to be
               unreasonably withheld or delayed, except that:

               (a)          the Communications Provider may transfer its rights and
                            obligations by way of novation to an eligible Communications
                            Provider Group Company subject to credit vetting by BT and
                            the signing of a novation agreement in such form as BT shall
                            reasonably require; and

               (b)          BT may transfer its rights or obligations (or both) to a BT Group
                            Company without consent provided that it notifies the
                            Communications Provider that it has done so.

20.            DISPUTES

20.1           If a Party (the “disputing Party”) wishes to invoke the dispute procedure
               specified in this clause, it shall send written notice of the Dispute to the
               other Party’s commercial contact (the “receiving Party”). The notice shall
               contain all relevant details including the nature and extent of the Dispute.
               The receiving Party shall acknowledge the receipt of such notice of the
               Dispute within two Working Days.

20.2           The name of each Party’s commercial contact shall be as specified from
               time to time in the Customer Service Plan. For the purposes of this clause 20
               no change to a commercial contact shall be effective until it has been
               notified to the other Party.

20.3           Following notice under clause 20.1, the Parties shall consult in good faith to
               try to resolve the Dispute. If agreement is not reached within 14 calendar
               days, the Dispute may be escalated by either Party under clause 20.4.

20.4           If the Dispute is not resolved under clause 20.3, either Party may send
               written notice to the other Party’s commercial contact requiring the Dispute
               to be escalated and stating to whom that Party has escalated the Dispute.
               The commercial contact receiving such a notice shall acknowledge the
               receipt of such notice within four Working Days and state to whom the
               Dispute has been escalated.

20.5           Following notice under clause 20.4, the Parties shall work in good faith to
               try to resolve such Dispute, involving appropriate senior managers.


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20.6           If the Dispute is not resolved under clause 20.5, either Party may refer the
               Dispute to Ofcom and shall forthwith send a copy of the referral to the other
               Party. In the event of a reference to Ofcom, both Parties shall compile a
               detailed dispute report which shall include origin, nature, extent, issues and
               any proposals for resolution and make their respective reports available to
               Ofcom and each other within 28 calendar days of the referral.

20.7           Either Party may refer a Dispute to an Independent Expert for resolution
               where that Dispute falls within one of the following areas:

20.7.1                 whether the cost of the Works is unreasonable or excessive; or

20.7.2                 whether the construction or design of the Works is unreasonable or
                       excessive; or

20.7.3                 where the Dispute relates to technical or operational issues and
                       requires significant investigation of factual matters; or

20.7.4                 where the Parties agree that the Dispute may be referred to an
                       Independent Expert; or

20.7.5                 where specific reference to an Independent Expert may be made (after
                       notifying the other Party of the Dispute) under any other provision of
                       this Agreement.

20.8           Where any reference of a Dispute is to be made to an Independent Expert
               under clause 20.7 it shall be dealt with as follows:

20.8.1                 the Parties shall negotiate in good faith to agree the appointment and
                       terms of reference for the Independent Expert;

20.8.2                 the Parties shall submit a written statement of their respective cases
                       (together with supporting documents and evidence) in relation to the
                       Dispute within ten Working Days after receipt of notice in writing that
                       the Independent Expert has accepted his appointment or such longer
                       period as the Independent Expert may allow;

20.8.3                 the Independent Expert shall be entitled to direct the Parties to provide
                       such further documentation and evidence as he may require and to
                       make such other directions as he considers appropriate to the Dispute;

20.8.4                 the Independent Expert shall produce his determination having due
                       regard of the reasonable confidentiality requirements of either of the
                       Parties within thirty Working Days after acceptance of his
                       appointment;

20.8.5                 the Independent Expert shall act as an expert and not as an arbitrator
                       and save for manifest error on the face of the findings his decision
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                       shall be final and binding on the Parties and none of the provisions of
                       the Arbitration Act 1996 shall apply;

20.8.6                 the cost (including the costs of the Parties) of any reference in
                       connection with the Dispute shall be paid in such proportion as the
                       Independent Expert shall decide or in the absence of such a decision
                       the Independent Expert’s fees and expenses shall be paid equally by
                       the Parties and the Parties shall bear their own costs;

20.8.7                 if either Party fails to pay its share of the Independent Expert's fees
                       and expenses the other Party shall be entitled to pay them and to
                       recover them from the other Party as a debt;

20.8.8                 if the Independent Expert does not or is unable or unwilling to accept
                       his appointment or to give his determination either Party to the
                       Dispute shall be entitled to apply to Ofcom for a replacement to be
                       nominated, in which case Ofcom may see all the Independent Expert’s
                       materials relating to such Dispute and pass such materials to a further
                       Independent Expert (if appointed by Ofcom) for the preparation of a
                       report; and

20.8.9                Ofcom may see all the Independent Expert’s materials relating to a
                      Dispute which has subsequently been referred to it for any reason.
                      Ofcom may also pass such materials to a further Independent Expert
                      (if appointed by Ofcom) for the preparation of a report.

20.9           Any information, documents, materials or other supporting evidence
               supplied by one Party to the other or to any Independent Expert or Ofcom
               for the purpose of resolution of any Dispute, shall be received in confidence
               by such party. The Independent Expert shall be entitled, to disclose any
               such information disclosed by either Party, to the other Party if the
               Independent Expert determines that such disclosure is necessary in all of the
               circumstances. The receiving Party shall hold such information disclosed to
               it, pursuant to this clause, in accordance with clause 15. If for any reason
               either Party expressly requests that any information should not be disclosed
               to the other Party by the Independent Expert, the Independent Expert shall
               not disclose such information to the other Party, without obtaining the
               express consent of the disclosing Party.

20.10          The above procedures are without prejudice to any other rights and remedies
               that may be available in respect of any breach of any provisions of this
               Agreement

20.11          Nothing herein shall prevent a Party from:

20.11.1                seeking (including obtaining or implementing) interlocutory or other
                       immediate relief; or

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20.11.2                appealing against any decision of the Independent Expert or Ofcom,
                       as applicable, pursuant to and in accordance with due legal process.

21.            BREACH, SUSPENSION AND TERMINATION

21.1           If either Party is in material breach of (including failure to pay a sum due
               under) this Agreement (other than a failure to pay a sum which is subject to
               an invoice dispute), the other Party may serve a written notice (“breach
               notice”) on such Party (“the defaulting Party”) specifying the breach and
               requiring it to be remedied within:

21.1.1                14 calendar days from the date of receipt of such breach notice in the
                      event of failure to pay a sum due under this Agreement; or

21.1.2                 30 calendar days from the date of receipt of such breach notice; or

21.1.3                 in case of emergency, within such shorter period as the Party not in
                       breach may reasonably specify.

21.2           If a breach notice is served the serving Party may, until the breach is
               remedied, suspend performance of such of its obligations under this
               Agreement as is reasonable in the circumstances (other than any obligation
               to pay a sum due or to become due under the terms of this Agreement).

21.3           If the defaulting Party 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 defaulting Party
               remedies the breach within such three months’ notice period, this
               Agreement shall not terminate as a result of such notice.

21.4           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:

21.4.1                 is unable to pay its debts within the meaning of section 123 (1) (e) of
                       the Insolvency Act 1986; or

21.4.2                 has a receiver or administrative receiver appointed in relation to all or
                       any of its assets; or

21.4.3                 has an order made or a resolution passed for its winding up (other than
                       for the purpose of amalgamation or reconstruction); or

21.4.4                 has an administration order made in respect of its business; or

21.4.5                 enters into a voluntary arrangement under section 1 of the Insolvency
                       Act 1986; or

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21.4.6                 has anything which occurs in relation to it which is analogous to any
                       of the foregoing under the law of any jurisdiction; or

21.4.7                 ceases to carry on business.

21.5           Upon termination 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.

21.6           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.

21.7           Without prejudice to the Communications Provider’s rights upon
               termination of this Agreement, BT shall refund to the Communications
               Provider those periodic sums (if any), except disputed sums, paid under the
               Agreement for the period extending beyond the date of such termination
               unless the Parties agree otherwise.

21.8           Termination 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
               either Party’s rights, liabilities or obligations that have accrued prior to such
               termination or expiry.

21.9           Notwithstanding the termination of this Agreement clauses 5.10, 15, 17 and
               21.5 – 21.10 inclusive shall continue in full force and effect for a period of 5
               years following termination.

21.10          A Party’s right to terminate or suspend performance of this Agreement
               pursuant to this clause 21 is without prejudice to any other rights or
               remedies available to that Party.

22.            NOTICES

22.1           Except if otherwise specifically provided all notices and other
               communications relating to this Agreement shall be in writing. All breach
               notices in connection with this Agreement must be delivered by pre-paid
               first class post and all other notices may be delivered by hand, facsimile,
               email or first class post to the following:.

               (a)           to the appropriate person for that matter indicated on the
                             Customer Service Plan;

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               (b)           for all other matters, in the case of notices from the
                             Communications Provider, to the Communications Provider’s
                             BT account manager;

               (c)           for all other matters, in the case of notices from BT, to the
                             Communications Provider’s registered office address or a fax
                             number at its registered office or any alternative address or fax
                             number or e-mail address which the Communications Provider
                             notifies to BT.

22.2           A notice shall be duly served:

22.2.1                 if delivered by hand, at the time of actual delivery;

22.2.2                 if sent by facsimile, upon its receipt being confirmed; or

22.2.3                 if sent by pre-paid first class post, 3 calendar days after the day of
                       posting.


               For the avoidance of doubt, any notice sent by email must also be sent by
               letter or facsimile and notice shall be deemed served pursuant to the
               provisions above.

22.3           The addresses for notices delivered by first class post are as follows:

               If to the Communications Provider:

               #[Communications Provider]
               [address]

               If to BT:

               Openreach Commercial Legal Team
               Openreach Legal, Regulatory and Commercial Services
               pp 424
               Mayfair Telephone Exchange
               Farm Street
               London W1J 5RR

               Facsimile: 01977 598057

               or to such other addresses as the Parties may notify from time to time
               pursuant to this clause 22.

23.            ENTIRE AGREEMENT



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23.1           This Agreement contains the whole agreement between the Parties and
               supersedes all previous understandings, commitments, agreements or
               representations whatsoever, whether oral or written, in relation to the
               subject matter of this Agreement, other than any fraudulent
               misrepresentation.

23.2           The Parties acknowledge and agree that:

23.2.1                the Parties have not been induced to enter into this Agreement by any
                      representation, warranty or other assurance not expressly incorporated
                      into it; and

23.2.2                in connection with this Agreement the Parties’ only rights and
                      remedies in relation to any representation, warranty or other assurance
                      are for breach of this Agreement and that all other rights and remedies
                      are excluded except in the case of fraud.

24.            VARIATIONS

24.1           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:

24.1.1                 BT, by the CEO, Openreach (or his successor); and

24.1.2                 the Communications Provider, by a director or the company secretary
                       (or equivalent office holder) of the Communications Provider.

25.            WAIVER

25.1           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.

26.            INDEPENDENT CONTRACTORS AND AGENCY

26.1           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.
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26.2           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.

27.            SEVERABILITY

27.1           The invalidity or unenforceability of any provision of the Agreement shall
               not affect the validity or enforceability of the remaining provisions of this
               Agreement.

28.            THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

28.1           The Contracts (Rights of Third Parties) Act 1999 shall not apply to this
               Agreement and unless specifically herein provided no person other than a
               Party shall have any rights under this Agreement nor shall this Agreement
               be enforceable by any person other than the Parties.

29.            GOVERNING LAW

29.1           The interpretation, validity and performance of this Agreement shall be
               governed in all respects by the laws of England and the Parties submit to the
               exclusive jurisdiction of the English Courts.




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               IN WITNESS WHEREOF THIS AGREEMENT was entered into the day
               and year first before written.




               SIGNED for and on behalf of
               #[COMMUNICATIONS PROVIDER]
               Signed: ________________________________________
               Name: ________________________________________
               Position: _______________________________________



               SIGNED for and on behalf of
               BRITISH TELECOMMUNICATIONS plc
               Signed: _________________________________________
               Name: __________________________________________
               Position: _________________________________________




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                            ATTACHMENT TO THE CONDITIONS

SPECIFICATIONS

Ref.    Specification title                                    As amended from time
                                                               to time by (Note 1):
1       Specification of the Access Network Frequency Plan NICC
        applicable to transmission systems connected to the BT
        Access Network

2       Specification for the Sub Loop Access Tie Cable           BT

3       Specification for the Sub Loop Unbundling (Shared Access BT
        Facility) Splitter

4       Specification on the BT Metallic Path Facility            NICC

5       Technical Specification for Line Sharing Metallic Path NICC
        Facilities (SMPF)

Note 1: Where documents are issued from time to time by other than BT, such changed
documents shall only be incorporated into this Agreement where BT has explicitly agreed to
such changes.




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