Terms & conditions


Wi-fi Managed Events

This policy only applies to BT Wi-fi customers with a BT Openzone or BT Wi-fi subscription account.


1 COMMENCEMENT

1.1 The Contract begins on the date BT communicates its acceptance of the Customer’s Order Form for the Service and continues until the Service is de-installed at the Site, or ended by the Customer or BT in accordance with this Contract.

1.2 The Service commences on the Service Start Date.

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2 PROVISION OF THE SERVICE

Site Preparation and Access

2.1 The Customer agrees to prepare the Site according to any instructions BT may give in advance of BT installing any equipment necessary to deliver the Service. The Customer will provide BT with reasonable access to the Site and relevant communications infrastructure; and provide any other information as BT reasonably requested by BT to enable to BT to provide the Service.

2.2 The Customer will obtain any permissions needed to allow BT to provide the Service at the Site. The Customer will also provide staff to accompany the BT staff or contractors, where required by the Site regulations.

2.3 The Customer and BT will meet each other’s reasonable safety and security requirements when on the Site. If the Customer or BT damages the other’s equipment it must pay for any repair or replacement needed. This does not apply where the damage results from normal use. The Customer will provide any other information as reasonably requested by BT to enable BT to provide the Service.

2.4 The Customer shall not tamper with or remove any BT equipment from the Site without BT’s written permission.

Equipment installation

2.4 BT will install any equipment that it considers necessary to deliver the Service including but not limited to WiFi access points, routers, switches, and backhaul circuits (“Managed Event Equipment”). BT will not provide computers or devices to the Customer or Delegates for use in accessing the Service.

Internet connection

2.5 The Service will allow Delegates to access the internet subject to the Conditions for the Service. The Customer accepts that BT has no control over the information transmitted via the Service and that it does not examine the use to which the Customer or Delegates put the Service or the nature of the information the Customer or Delegates send or receive. BT has no obligation to compensate the Customer or Delegates for such information and such use.

Service Support

2.6 Subject to BT having complete discretion over the level of support leading up to and during a Managed Event, BT will:

  1. provide on-Site support during the Managed Event, including set up and de-installation of the equipment provided by BT;
  2. resolve all incidents associated with the Service and assisting Delegates with connecting to the internet; and
  3. attend meetings with the Customer and collaborate in the organisation of the Managed Event.

2.7 The Customer agrees that BT will have sole authority to deal with the provision of the Service including the right to terminate a Delegate’s use of the Service without giving prior notice to the Customer or Delegate. After termination of a Delegate’s use, BT will use reasonable endeavours to inform the Customer and explain its reasons for such a termination of access.

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3 CHARGES AND PAYMENT

3.1 The charges are as detailed on the Order Form.

3.2 BT will send bills for any charges to the address notified by the Customer to BT.

3.3 Unless otherwise stated, charges are exclusive of VAT which is chargeable at the applicable rate.

3.4 As part of its credit management procedures BT may at any time

  1. require the Customer to pay a deposit; and/or
  2. carry out a credit vet of the Customer. The Customer agrees to provide BT with any information that BT may reasonably require for this.

3.5 Payment is due on the date specified on the bill.

Late Payment

3.6 The Customer will pay the charges within twenty-eight (28) days of the date specified on the bill. BT may charge daily interest on late payments at a per annum rate equal to 7% above the base lending rate of the European Central Bank for the period beginning on the date on which payment is due and ending on the date on which payment is made.

3.7 If the Customer does not pay a bill, BT may instruct a debt collection agency to collect payment (including any interest) on its behalf. If BT instructs a debt collection agency, the Customer must pay BT an additional sum to cover the reasonable costs incurred by BT in instructing the debt collection agency.

3.8 If any sum owed by the Customer to BT under the Contract or any other contract the Customer has with BT is not paid by the due date, BT may deduct this sum from any payment or credit due to the Customer under the Contract or any other contract with BT.

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4 CHANGING THE CONTRACT

4.1 The Contract cannot be varied without the written agreement of the parties except that the parties can change the details agreed on an Order Form by both completing and signing a new Order Form for the same Managed Event.

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5 ENDING THE CONTRACT

5.1 BT may:

  1. cancel the Service not less than fifteen days before the date that BT and the Customer agreed BT would commence the Service; or
  2. with immediate effect if the Customer:
    1. breaches the Contract and, if the breach is capable of remedy, fails to put right the breach within a reasonable time of being asked by BT to do so; or
    2. suffers Bankruptcy.

5.2 The Customer may:

  1. cancel the Service thirty (30) days prior to BT undertaking the Managed Event. If the Customer cancels the Service with less than thirty (30) days notice then the Customers will pay BT the charges or BT will refund the Charges to the Customer on the following basis: BT’s termination charge = (1 - (Number of days notice / 30 days)) x BT’s charge for the managed Event.
    Example: Customer cancels with 24 days notice for an event for which BT will charge £2,000.
    (1-(24/30)) x £2000 = £400
    or
  2. end the Contract if:
    1. BT materially breaches the Contract and, if the breach is capable of remedy, fails to put right the breach within a reasonable time of being asked by the Customer to do so; or
    2. insolvency proceedings are brought against BT or BT makes an arrangement with its creditors or a receiver, an administrative receiver or an administrator is appointed over any of BT’s assets or BT goes into liquidation or a corresponding event under the governing Law of this Contract.

5.3 Both parties must provide notice of cancellation to the other in writing. For further details on this, please contact 0800 169 5552.

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6 LIMITATION OF LIABILITY

6.1 Neither the Customer nor BT excludes or restricts its liability for death or personal injury caused by its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or for fraudulent misrepresentation or to any extent not permitted by law.

6.2 Neither the Customer or BT will be liable to the other (whether in contract, tort, under statute, for misrepresentation or otherwise (including in each case negligence) and whether or not the party concerned was advised in advance of the possibility of such loss or damage, for:

  1. any of the following types of loss or damage whether direct, indirect or consequential howsoever arising under or in connection with the Contract or any part of it: loss of profit, loss of revenue, loss of anticipated savings, loss of opportunity, loss of business, wasted expenditure, loss from business interruption, loss or destruction of data, loss of contracts, loss from expenditure of time by managers and employees, liability to third parties, pecuniary losses arising from goodwill, or loss of or damage to goodwill; or
  2. any indirect or consequential loss or damage whatsoever.

6.3 Subject to clauses 6.1 and 6.2 the Customer and BT accept liability to the other in contract, tort (including negligence) breach of statutory duty or otherwise for direct loss to a value not to exceed:

  1. £1,000,000 for loss of or damage to physical property; and
  2. for all other loss or damage, the greater of either £2000 or 100% of the charges payable for the Service by the Customer.

6.4 Clause 6.3 will not apply to any obligation to pay charges or to clause 7.

6.5 BT cannot guarantee WiFi coverage because coverage at a Site is dependant on the number of access points transmitting the Service, their location and the environment in which they are installed and any technical limitations applicable to the Service or Equipment.

6.6 BT is not liable in any way for any damage, expense, claim, cost or loss (whether direct or indirect) suffered or borne by the Customer or Delegate, caused or arising from the Customer or Delegates use of their own equipment with the Service.

6.7 BT will try to provide the Service by date agreed with the Customer on the Order Form, but all dates are estimates.

6.8 If the Customer delays or prevents BT providing the Service at the time agreed, BT may apply reasonable additional charges and/or claim a reasonable extension to any date previously agreed. BT will notify the Customer in writing of any additional charges, which will be payable by the Customer.

6.9 Each part of this clause operates separately. If any part of a clause is held by a Court to be unreasonable or inapplicable the rest of the clause shall continue to apply.

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7 INTELLECTUAL PROPERTY

7.1 Except as expressly set out in the Contract, the Customer and BT do not acquire any rights or licences to the other’s Intellectual Property Rights.

7.2 If Software is provided to enable the Customer to receive and use the Service, BT grants the Customer for the duration of the Contract a non-exclusive, non-transferable licence to use such Software for its own use. Unless otherwise agreed in writing, any licence granted by BT under this clause 7.2 will end when the Contract is terminated.

7.3 If the Service provides the Customer with Software licensed by third parties who require the Customer to accept their terms of use, the Customer must keep to those terms.

7.4 Except as permitted by applicable law or as expressly permitted under the Contract the Customer must not, without BT’s prior written consent, copy, de-compile or modify any software, copy manuals or documentation or permit anyone else to do so.

7.5 BT will indemnify the Customer against all claims and proceedings arising from infringement of any third person’s Intellectual Property Rights by the provision of the Service to the Customer. This indemnity does not apply to claims or proceedings arising from:

  1. the use of the Service in conjunction with any equipment, software or any other service not supplied by BT; or
  2. any modification which was not made by BT or with BT’s prior written consent; or
  3. designs or specifications supplied by the Customer; or
  4. the use of the Service other than in accordance with the terms of the Contract; or
  5. breach by the Customer of clause 7.3.

7.6 As a condition of this indemnity in clause 7.5 the Customer must:-

  1. notify BT promptly in writing of any allegation of infringement;
  2. make no admission relating to the infringement;
  3. allow BT to conduct all negotiations and proceedings in respect of any such claims and give BT all reasonable assistance in doing so (BT will pay the Customer’s reasonable expenses for such assistance); and
  4. allow BT to modify the Service as set out in clause 7.7.

7.7 If the Service becomes, or BT believes it is likely to become, the subject of a claim of infringement of any Intellectual Property Rights BT, at its option and expense, may secure for the Customer a right of continued use or modify or replace the Service so that it is no longer infringing, provided that the modification or replacement does not materially affect the performance of the Service. If the indemnity in clause 7.5 applies and none of the remedies in this clause is available to BT on reasonable terms, BT may notify the Customer and terminate the Service without liability to the Customer.

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8 CONFIDENTIALITY

8.1 Except to the extent any disclosure is required by law BT and the Customer will keep in confidence any information, whether written or oral, of a confidential nature obtained under or in connection with the Contract. The Customer and BT will not, without the consent of the other, disclose such information to any person other than:

  1. their Group Company employees or professional advisers who need the information in order for the Customer or BT to fulfil its obligations under the Contract; or
  2. in the case of the Customer, its employees to the extent necessary to use the Equipment;
  3. in the case of BT, the employees or professional advisers of its suppliers who need the information in order for BT to fulfil its obligations under the Contract.

8.2 Information will not be treated as confidential if it is:

  1. in the public domain other than in breach of the Contract; or
  2. lawfully in the possession of the Customer or BT before disclosure has taken place; or
  3. obtained from a third person who is free to disclose it; or
  4. replicated independently by someone without access or knowledge of the Information.

8.3 Where the Freedom of Information Act 2000 applies to the Customer (or an equivalent law under the governing law of the Contract) and the Customer receives a request under the Act that includes any information held by the Customer that was provided by BT in connection with the Contract the Customer will:

  1. notify BT immediately of the request; and
  2. give BT at least five working days to make representations.
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9 GENERAL TERMS

Matters Beyond Reasonable Control

9.1

  1. If the Customer or BT is unable to perform, or is delayed in performing, any obligation under the Contract because of something beyond its reasonable control including act of God, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes or acts or omissions of local or central government or other competent authorities, or beyond the reasonable control of its suppliers, it will have no liability to the other for that failure or delay in performing.
  2. If any of the events detailed in clauses 9.1(a) continue for more than three months the Customer or BT may end the Contract in whole or part by written notice to the other.

Escalation and Dispute Resolution

9.2

  1. BT will try to work through any dispute that the Customer may have with BT. Any dispute must be raised in writing with the Customer’s or BT’s representative as appropriate giving all relevant details including the nature and extent of the dispute. The Customer and BT will use reasonable endeavours to resolve any dispute as follows:
    1. a dispute which has not been resolved by the Customer’s or BT’s representative within 14 days of being raised may be referred by the Customer or BT to the first level by written notice to the other; and
    2. if the dispute is not resolved at the first level within 14 days of referral, the Customer or BT may refer the dispute to the second level by written notice to the other.
    The Customer’s and BT’s representatives at the first and second levels are as notified by the Customer and BT to the other from time to time.
  2. If the dispute is not resolved after the procedures detailed in clause 9.2(a) have been followed then, if the Customer and BT agree, the dispute will be settled by mediation in accordance with the procedures specified by the Dispute Resolution Service — Chartered Institute of Arbitrators (“DRS – CiArb”) (or the Centre for Dispute Resolution (CEDR) — Model Mediation Procedure if you are using the Service in the Republic of Ireland). If the dispute is referred to a mediator:-
    1. the mediator will be appointed by agreement of the Customer and BT. If the Customer and BT fail to agree within seven days of a proposal by one party, the mediator will be appointed by DRS – CiArb (or the CEDR if applicable); and
    2. all negotiations on the dispute and any agreement reached will be kept confidential.
  3. Nothing in this clause 9.2 shall prevent the Customer or BT from exercising any rights and remedies that may be available in respect of any breach of the provisions of the Contract.

Transfer of Rights and Obligations

9.3 The Customer and BT may not transfer any of their rights or obligations under the Contract without the written consent of the other, except that:

  1. The Customer may transfer its rights or obligations or both to a Group Company with the written consent of BT, such consent not to be unreasonably withheld or delayed; and
  2. BT may transfer its rights or obligations or both to a Group Company without consent provided that it notifies the Customer that it has done so.

Severability

9.4 If any term of the Contract is held invalid, illegal or unenforceable by any court of competent jurisdiction, it will be severed and the remaining terms will continue in full force as if the Contract had been made without the invalid, illegal or unenforceable terms.

Survival

9.5 Clause 3.6 will survive the termination or expiry of the Contract and clauses 8.1 and 8.3 will survive the termination or expiry of the Contract for two years.

Entire Agreement

9.6

  1. The Contract contains the entire agreement between the Customer and BT and replaces all previous written or oral agreements relating to its content.
  2. The Customer and BT agree that:
    1. they have not been induced to enter into the Contract by, nor have they relied on, any statement, representation, warranty or other assurance not expressly incorporated; and
    2. in connection with the Contract their only rights and remedies in relation to any statement, representation, warranty or other assurance are for breach of the Contract and that all other rights and remedies are excluded.
  3. The terms of clauses 9.6(a) and 9.6(b) will not affect the rights or remedies of the Customer and BT for any fraudulent misrepresentation.

Waiver

9.7 A failure or delay by the Customer or BT to exercise any right or act upon a breach under the Contract will not be a waiver of that right or breach. If the Customer or BT waives a right or breach of the Contract, that waiver is limited to the particular right or breach.

Rights of Third Parties

9.8 A person who is not the Customer or BT (including an employee, the officer, agent, representative or subcontractor of the Customer or BT) has no right under Contracts (Rights of Third Parties Act 1999) to enforce any term of the Contract. This does not affect any right or remedy that exists or is available apart from that Act.

Notices

9.9 Notices given under the Contract must be in writing and delivered to the following addresses:

  1. to BT at the address shown on the bill or any address (including email address) which BT provides to the Customer for this purpose; or
  2. to the Customer at the address to which the Customer asks BT to send bills, the address of the Site or, if the Customer is a limited company, its registered office or its email address.

Law, Jurisdiction and Parties

9.10 If you are using the Service in the United Kingdom, the Contract is between you and British Telecommunications plc and is governed by the law of England and Wales and is subject to the non-exclusive jurisdiction of the English courts.

9.11 If you are using the Service in the Republic of Ireland the Contract is between you and BT Communications Ireland Ltd and is governed by the laws of the Republic of Ireland and is subject to the non-exclusive jurisdiction of the Irish courts.

Customer’s Instructions

9.12 BT may take instructions from a person whom it thinks, with good reason, is acting with the Customer’s permission.

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10 DEFINITIONS

10.1 In the Contract the following terms have the meanings shown next to them:

   
Bankruptcy an event where bankruptcy or insolvency proceedings are brought against the Customer or the Customer does not make any payment under a judgement of a Court on time or the Customer makes an arrangement with its creditors or a receiver, an administrative receiver or an administrator is appointed over any of the Customer’s assets or the Customer goes into liquidation or a corresponding event under the governing law of the Contract.
BT if you are using the Service in the United Kingdom, BT means British Telecommunications plc of 81 Newgate Street, London EC1A 7AJ, registered in England No. 1800000; if you are using the Service in the Republic of Ireland, BT means BT Communications Ireland Limited of Grand Canal Plaza, Upper Grand Canal Street, Dublin 4, Ireland.
Conditions these conditions for Managed Events.
Conditions for the Service means the terms and conditions of use agreed between BT and the Delegate for accessing the Service. This shall include but not be limited to conditions posted on a notice in the vicinity of the Site, a web page accessed by the Delegate or where referred to on a BT pre-pay voucher.
Contract this agreement for the provision of any Equipment between BT and the Customer comprising in order of precedence:
the Order Form;
the Conditions; and
any other documents and terms expressly incorporated into the Contract
Customer means a person or entity with whom BT makes this Contract as set out on the Order Form including a person reasonably appearing to BT to act with that Customer’s authority or knowledge.
Delegate means an individual attending a Managed Event who uses the Service.
Group Company means in relation to a party a subsidiary or holding company including a holding company, or a subsidiary of any such holding company, all as defined by Section 1 of the Companies Act 2006 and as subsequently re-enacted.
Order Form the document that sets out the detailed requirements for delivering the Service to a Site as requested by the Customer under this Contract.
Managed Event means a conference, meeting or event requiring the Service on a temporary basis.
Site the place at which BT agrees to deliver the Services as set out in the Order Form.
Service means BT’s public Wi-Fi service installed at Site for a Managed Event as set out in this Contract and the relevant Order Form.
Service Start Date means the date that BT and the Customer agree that BT will install the Service for the managed Event as set out in the Order Form.
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