ANNEX D

DEFINITIONS

In this Agreement, words and expressions have the following meanings:

“Access Code”	a code in the format of:

(a)	1xx or 1xxx or 1xxxx; or

(b)	a number commencing with the digits 0800 followed by a six or seven digit number; or

(c)	a number commencing with the digits 0808 followed by a seven digit number;

which initiates an Indirect Access Call;

“ACO Period”	the period covered by an Advance Capacity Order;

“Act”	Communications Act 2003;

“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;

 “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, D, E or F 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;

“Applicable Law”	means the laws of England and Wales and any laws and regulations, as may be amended from time to time, that apply to the provision or receipt of a Service;

“Artificial Inflation of Traffic” or “AIT”	has the meaning ascribed to it in Annex E;

“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 its Subsidiary or Holding Company of that Party or another Subsidiary of such Holding Company; 

“Authorised Overseas System”	electronic communications network outside the United Kingdom in respect of which a Party conveys an International Call;

“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, Operator Services Billing File information, information provided by INCA, and by the Operator's equivalent of Operator Services Billing File information 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, such agreement not to be unreasonably withheld:

(a)	the period of one complete calendar month commencing at midnight (0000:00 hrs) on the first day and ending at midnight (2400:00) on the last day of the relevant calendar month; or

(b)	for those products and services provided under Schedules 01, 130 and 131 subject to quarterly billing, the complete period of financial year quarters commencing at midnight (0000:00 hrs) on the first day of January, April, July and October and ending  at midnight (2400:00) on the last day  of March, June, September and December (respectively);

“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 Privacy Policy”	means the policy that BT has implemented and may update from time to time on how it Processes Personal Data and that is set out at http://www.btplc.com/privacycentre/index.htm;

 “BT Basic International Incoming Call”	a Call, received by the Operator System from 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 Signals;

“BT Basic International Outgoing Call”	a Call, destined for 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 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 Signals;

“BT Basic Operator to Operator
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 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 Signals;

“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 Signals;

“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 Signals;

“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
“BT DLE”	a digital Switch in the BT System which Switch connects, or is deemed to connect, by that Switch alone Calls from RCUs or Exchange Lines, such Switch may be a Virtual DLE;

“BT DJSU”	a digital tandem Switch in the London Geographic Code area (currently known as a Digital Junction Switching Unit) in the BT System which provides access to certain BT Digital Local Exchanges, BT DLTEs and/or other BT DJSUs in such London Geographic Code area and adjacent BT Charge Groups. Such tandem Switch may include System X and NGSJ Switch types or any other as notified by BT from time to time;

“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;

“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. Such tandem Switch may include System X and NGS Switch types or any other as notified by BT from time to time;

“BT 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 Gateway”	a BT DMSU with grooming functionality for the conveyance of a specified range of Operator Groomed IP Network Calls from the BT System to an Operator Groomed IP Network Gateway;
	
“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”	an exchange notified to the Operator by BT pursuant to paragraph 3.1 of Annex A for the purposes of switching International Calls to, or received from Authorised Overseas Systems;

“BT ISDN International Incoming Call”	a Call, received by the Operator System from 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 Signals;

“BT ISDN International Outgoing Call”	a Call, destined for 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, 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 Signals;

“BT ISDN Operator to Operator
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 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 Signals;

“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 Signals;

“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 Signals;

“BT NGCS Service Provider”	a person who has contracted with BT for the termination of BT NGCS Calls. 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;

“BT Operator”	a person who answers Calls for directory or operator assistance, Emergency Calls and other similar Calls for BT;

“BT Operator to Operator
Transit Call”	either a BT Basic Operator to Operator Transit Call or a BT ISDN Operator to Operator Transit Call;

“BT Payphone Access Charge” or 
“BT Payphone Access Levy”	the charge payable by the Operator for the use of a BT Public Pay Telephone (as defined in the Definitions section of the General Conditions ) or an equivalent payphone on the BT System being a payphone operated by a payphone operator other than BT, to originate a Call;

“BT PRS Call”	a Call to BT 09 NGCS or BT 087 NGCS numbers where the service is a Controlled Premium Rate Service.

“BT PRS Service Provider”	 a person who has contracted with BT for the delivery of BT 087 NGCS Calls or BT 09 NGCS Calls where the service is a Controlled Premium Rate Service. 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;

“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 General Condition  C2;

BT Service Provider 	a person who has contracted with BT for the delivery of BT 084 NGCS Calls, BT 087 NGCS Calls or BT 09 NGCS Calls where the number is not a Controlled Premium Rate Service. 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;

“BT Special Condition(s)”	Special Condition(s) which applies to BT;

“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 Public Electronic Communications Network provided by BT for connection to the Operator System pursuant to this Agreement;

“BT Tandem Exchange”	a BT DMSU or a BT DJSU, BT DLTE or BT WAT;

“BT Telemessage”	has the meaning given to the term “Telemessage” in the BT Retail Price List;

“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;

“BT Virtual DLE” 	a theoretical Switch in the BT System representing the parented BT Number Ranges of the equivalent physical BT DLE, and deemed to be in the same location as such physical BT DLE, for traffic routing and charging purposes. The use of such theoretical Switch shall maintain the option for Local Exchange Rate charging for such parented Number Ranges when made effective by way of a Local Exchange Rate VIC ordered by the Operator and provided by BT;

“BT WAT”	a digital Switch in the BT System which provides access only to directly connected BT DLEs;

“Call”	a transmission path through Telecommunication Systems for the sending of Signals, 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 Signal (if any) over such transmission path;

“Called Party”	a person who receives a Call;

“Calling Centre”	any location, whether or not authorised, where Calls may be made;
	
 “Calling Party”	a person who initiates a Call;

“Capacity”	capacity in units of 2 Mbit/s;

“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 on 2 Mbit/s Interconnect Links previously provided by one Party to the other, where, in each case, the Point of Connection and the building containing the Switch Connections of the providing Party remain the same. Additionally, the Point of Connection may be changed to an alternative Point of Connection that is already in service and located within 100 metres of the curtilage of the building containing the Switch Connection(s) of the providing Party;

“Capped”	a DMSU (or other Switch type) which has reached maximum loading and will remain operational but will not provide additional Capacity;

“Carrier Price List”	the price list having that name which contains charges for a BT  service or facility, charges in relation to Network Components (if required pursuant to a Condition), charges for services provided by the Operator and some other charges and information;

“Carrier Chargeband Reference Data”	such reference data (including EBC matrix, 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;

“Carrier Pre-Selection Call”	a Call handed over by the BT System to the Operator System under Schedule 143;

“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;

“Charge Change Manual”	the manual as may be amended from time to time that documents the process for changing the charge for a service or facility.

“CLI”	has the meaning given to Calling Line Identification data in the CLI Guidelines;

“CLI Guidelines”	Guidelines for the provision of Calling Line Identification Facilities and other related services over Electronic Communications Networks dated 28 August 2003 as amended or replaced from time to time;

“Condition(s)”	General Condition(s) or a condition other than a General Condition which applies to either BT or the Operator as the case may be, being a condition 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 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;

“Controlled PRS”	Controlled Premium Rate Service has the same meaning as that set out in Ofcom’s “Notification of modifications to the Premium Rate Services Condition under section 120A(1) of the Act” dated 12th December 2013 as may be amended from time to time.

"CSH Facility Mux"	facility multiplexor, facilitating the mixing of PPC and PSTN products;

“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;

“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 fifth digit immediately following the leading zero of the Geographic Area Code or Non-Geographic Code in accordance with the National Telephone Numbering Plan;

“Data Management Amendment”	such reconfiguration of the BT System or the Operator System as is necessary for access, routing and charging of Calls;

“Data Protection Legislation”	means collectively (i) any applicable laws of the European Union, (ii) any applicable local laws relating to the Processing of Personal Data and the protection of an individual’s privacy, (iii) the GDPR, and (iv) any binding guidance or code of practice issued by a Supervisory Authority;

“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;

 “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;

“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 being 30 calendar days after the date of an invoice, or if such 30th calendar day falls on a date other than a Working Day, the date of the previous Working Day;

“E”	the sixth digit immediately following the leading zero of the Geographic Area Code or Non-Geographic Code in accordance with the National Telephone Numbering Plan;

“EBC Matrix Manual”	the Manual detailing the layout, methodology and timescales for the production of the EBC Matrix;

“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;

“Element Based Charging Matrix”
or “EBC Matrix”	a data source produced by BT as part of the Carrier Chargeband Reference Data providing changing information on the BT circuit switched interconnection network in accordance with BT’s declared theoretical routing principles;

“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;

“EU-US Privacy Shield”	means a legal framework adopted by the European Commission in its adequacy decision of 12 July 2016 that ensures an adequate level of protection for Personal Data transferred from the European Union to organisations in the United States that have self-certified to the EU-US Privacy Shield;

“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 Notification setting the SMP (fixed narrowband wholesale) Services Conditions dated 28 November 2003 as in force at the date of this Agreement;

“F”	the seventh digit immediately following the leading zero of the Geographic Area Code or Non-Geographic Code in accordance with the National Telephone Numbering Plan;

“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);

“GDPR”	means the General Data Protection Regulation (EU) 2016/679 and any amendment or replacement to it, (including any corresponding or equivalent national law or regulation that implements the GDPR);

“General Condition(s)”	general condition(s) set under section 45 of the Act;

“Generic Electrical and
Physical Interface Specification”	BT's Generic Electrical and Physical Interface 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 SDH Interface
Specification”	BT's Generic Synchronous Digital Hierarchy 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
Interface Specification”	BT's Generic C7 Signalling Interface 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
Interface Specification”	BT's Generic Transmission Interface 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;

“Geographic Area Code”	a code identifying a particular geographic area in accordance with the National Telephone Numbering Plan;

“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 or Carrier Pre-Selection 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;

“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” or
“IEC”	a Link, being part of a 2 Mbit/s ISI 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;

“International Call”	a Call which:

(a)	originated on an Authorised Overseas System and is handed over to the BT System, and is then handed over by the BT System to the Operator System for Call completion; or

(b)	is handed over by the Operator to the BT System destined for an Authorised Overseas System; or 

(c)	is handed over by an Authorised Overseas System to the Operator System, and is then handed over by the Operator System to the BT System for Call completion, or

(d)	is handed over by the BT System to the Operator 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;

“IP Network”	the data network comprising interconnected networks using the TCP/IP protocol suite;

“IP Network Call”	a Call preceded by the digits 0808, 0844 or 0871 to a Number Range which has been specifically allocated for access to the data network comprising interconnected networks using the TCP/IP protocol suite, or to such other Number Range agreed in writing by the Parties;

"ISH Facility Mux"	facility multiplexor, facilitating the mixing of PPC, PSTN and ATM ISH products;

“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 2 Mbit/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;

“Line”	the transmission medium between the two LTE’s forming part of the 2 Mbit/s Path;

“Link”	electronic communication apparatus (which has the meaning in section 151(1) of the Act) necessary to establish one or more transmission paths;

“London Geographic Code”	the geographic area number ranges as used, from time to time, in the London geographic area, as specified by the National Telephone Numbering Plan;

“Manual”	manual referred to in this Agreement of working practices between the Parties;

“2 Mbit/s Interconnect Link”	an Interconnect Link of 2 Mbit/s Capacity provided by either In-Span Interconnect or Customer Sited Interconnect;

“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;

“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 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;

“National Telephone Numbering Plan”	has the meaning in Section 56 of the Act;

“Network Component”	has the meaning in a Condition;

“Network Termination Point”	has the meaning in schedule 1 part 1 of the Notification setting the SMP (fixed narrowband wholesale) Services Conditions dated 28 November 2003 as in force at the date of this Agreement;

NGCS	non geographic call services

“NICC”	Network Interoperability Consultative Committee;
Non Geographic Call Services Call or
“NGCS Call”	a Call to a number prefixed by a Non-Geographic Code  (other than a Call 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, 080, 084, 087 and 09 Calls and other specially charged services agreed as NGCS Calls by the Parties from time to time

“Non-Geographic Code”	a code other than a Geographic Area Code, an Access Code or a prefix code identifying a particular service in accordance with the National Telephone Numbering Plan;

“Number Block”	a Number Range of consecutive telephone Numbers as allocated by Ofcom in accordance with the National Telephone Numbering Plan;

 “Number Range”	Geographic Area Code, Non-Geographic Code, D, E, F, DE and/or DEF as appropriate;

“OCHC”	an operator Call handling centre which routes Calls to BT Operators from Customers seeking assistance with connection to another telephone number;

“OFCOM”	the Office of Communications or if appropriate its predecessor the Director General of Telecommunications;

“Ofcom Interest Rate” or
“Adjustment Interest Rate”	One percent above the Bank of England base rate as published by the Bank of England from time to time, or such other rate determined by Ofcom from time to time. Such interest shall be calculated on a daily basis;

“Operator”	the other Party to this Agreement;

“Operator Basic BT to BT 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 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 Signals;

“Operator Basic International
Incoming Call”	a Call, received by the BT System which originated on an 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 Signals;

“Operator Basic International
Outgoing Call”	a Call, destined for an Authorised Overseas 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 Signals;

“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 Signals;

“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 Signals;

“Operator BT to BT Transit Call”	either an Operator Basic BT to BT Transit Call or an Operator ISDN BT to BT Transit Call;

“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 Groomed IP Network Call”	a Call made by a Calling Party dialling the Operator Groomed IP Network Number Block followed by an Operator Groomed IP Network Service Provider’s number (which sets up a Call to the Operator Groomed IP Network Service Provider);

“Operator Groomed IP Network
Gateway”	an Operator Switch Connection nominated by the Operator and agreed between the Parties for the conveyance of a specified range of Operator Groomed IP Network Calls from the BT System to the Operator System;

“Operator Groomed IP Network
Number Block”	a Number Range specified in writing to BT by the Operator prior to commencement of service allocated by Ofcom to the Operator or Operator Groomed IP Network Service Provider to access the IP Network including both (a) Operator Groomed IP Network Calls, and (b) Calls to be delivered as Operator Groomed Non-Geographic Calls consisting of 10,000 consecutive telephone numbers;

“Operator Groomed IP Network 
Service Provider”	a person who has contracted with the Operator for delivery of Calls to access the IP Network using telephone numbers within an Operator Groomed IP Network Number Block. The expression shall also include the Operator in respect of such telephone numbers if the Operator has published those numbers as being available to call the Operator itself in respect of certain Operator services;

“Operator Groomed Non-Geographic 
Call”	an Operator 0845 Call, an Operator 0870 Call or an Operator 080 Free Phone Call; 

“Operator Groomed Non-Geographic 
Service Provider”	an Operator 0845 Service Provider, an Operator 0870 Service Provider or an Operator 080 Free Phone Service Provider for whom an Operator Groomed Non-Geographic Call is intended;

“Operator International Incoming Call”	either an Operator Basic International Incoming Call or an Operator ISDN International Incoming Call;

“Operator International Outgoing Call”	either an Operator Basic International Outgoing Call or an Operator ISDN International Outgoing Call;

“Operator ISDN BT to BT 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 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 Signals;

“Operator ISDN International
Incoming Call”	a Call, received by the BT System which originated on 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 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 Signals;

“Operator ISDN International
Outgoing Call”	a Call, destined for 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 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 Signals;

“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 Signals;

“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 Signals;

 “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 Mobile Calls from/to base stations and/or base station controllers in the Operator System;

“Operator NGCS Service Provider”	means a person who has contracted with the Operator for the termination of Operator NGCS Calls. The expression shall also include the Operator in respect of such telephone numbers where the Operator has published those numbers as being available to call the Operator itself in respect of certain Operator services;
	
Operator Service Provider	a person who has contracted with the Operator for the delivery of Operator 084 NGCS Calls, Operator 087 NGCS Calls or Operator 09 NGCS Calls where the service is not a Controlled Premium Rate Service. The expression shall also include the Operator in respect of such telephone numbers where the Operator has published those numbers as being available to call the Operator itself in respect of certain Operator services;

“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 Operator 09 NGCS or Operator 087 NGCS number where the telephone service is a Controlled Premium Rate Service.

“Operator PRS Service Provider”	 a person who has contracted with the Operator for the delivery of Operator 087 NGCS Calls or Operator 09 NGCS Calls where the number is a Controlled Premium Rate Service. The expression shall also include the Operator in respect of such telephone numbers where the Operator has published those numbers as being available to call the Operator itself in respect of certain Operator services;

“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;

“Operator Service Access Code”	the six digit prefix code (allocated to the Operator by Ofcom) for this purpose inserted by the BT System commencing with the digit 5 which indicates the destination Operator System for each Call conveyed pursuant to the Schedule;	

“Operator Services Billing File”	itemised Call records of the services provided to the Operator by a BT Operator or an operator of a Third Party which would have resulted in a charge from BT had the Calling Party been a BT Customer, 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;

“Operator Special Condition(s)”	Special Condition(s) which applies to the Operator;

“Operator System”	the Public Electronic Communications Network provided by the Operator for connection to the BT System pursuant to 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 or BT DLTE 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;

“PhonepayPlus”	the organisation which regulates Premium Rate Services (or phone-paid services) in the UK, 

“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;

“Privacy Regulations”	the Privacy and Electronic Communications (EC Directive) Regulations as in force at 11 December 2003;

“Private Circuits from a Point of
Connection (PCPOC)”	a digital private circuit of 2 Mbit/s Capacity provided by BT from the same physical location as a Point of Connection to the premises of an Operator’s Customer;

“PRS” or “Premium Rate Service”	an entertainment, service or information service or value added service which is accessed by means of a Call and for which payment is made by means of Call charges that usually operates on number ranges beginning 087, 09 or 118 and which are subsequently charged to the telephone bill of the Calling Party; which is ether a Controlled PRS or an Uncontrolled PRS:

“Public Electronic Communications
Network”	has the meaning as set out in the Definitions section to the General Conditions;				

 “Purchaser”	the Party to whom Capacity is provided by the Supplier;

“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;

“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

(b)	is connected by an BT IEC or an Operator IEC, as the context requires;

"Restricted NGCS Voice"	voice traffic generated by the use of NGCS 08x Number Ranges and voice traffic generated by the use of 0500 Number Ranges that are equivalent to NGCS 08x Number Ranges. For the avoidance of doubt, 09x Number Ranges are not Restricted NGCS Voice; 

“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;

“Signal”	has the meaning in section 32 of the Act;

“Signalling Link”	a 64 Kbit/s digital path within a 2 Mbit/s Interconnect Link between two ITU-T 7 signalling nodes which is used for signalling;

“Signalling Link Set”	a pair, or multiple pairs, of Signalling Links each within a separate 2 Mbit/s system on an Interconnect Link;

“Single Signalling Link”	a Signalling Link being the only Signalling Link between a specific BT Switch Connection and a specific Operator Switch Connection;

“Special Condition(s)”	Condition(s) (other than a General Condition) being a Condition which applies to BT or the Operator, as the case may be, set under section 45 of the Act;

“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;

"STP"	Signal Transfer Points;

“Subsidiary”	has the meaning in sections 736 and 736A of the Companies Act 1985;

“Supplier”	the Party providing Capacity to the other Party;

“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;

“Targeted Transit”	a service whereby a Call prefixed by an agreed four digit network address code is handed over to the BT System, for handover by BT to a specified switch connection in a telecommunications system of a Third Party Operator;

“Technical Master Plan”	documentation retained and owned by both Parties, 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”	an electronic communications network within the United Kingdom as defined in section 32 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
Agreement”	either:

(a)	an agreement between BT and a Third Party Operator entered into pursuant to General Condition A1 as it applies from time to time; or

(b)	an agreement between the Operator and a Third Party Operator pursuant to General Condition A1 as it applies from time to time;

“Third Party ISI Interconnect Link”	an Interconnect Link as defined in Schedule 01;

“Third Party Operator”	a person being neither the Operator nor BT who provides a Public Electronic Communications Network within the United Kingdom;

 “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;

“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;

“Uncontrolled PRS”	all Premium Rate Services which are not controlled PRS

“VAT”	United Kingdom Value Added Tax;

“Virtual Interconnect Circuit” 
or “VIC”	a theoretical 2Mbit/s Interconnect Link ordered by the Operator and provided by BT, which has the same charging attributes as a physical 2Mbit/s Interconnect Link to the same BT Switch from the same Point Of Connection, to facilitate the appropriate Call conveyance charging available through such physical 2Mbit/s Interconnect Link; such theoretical 2Mbit/s Interconnect Link may be either a BT Local Exchange Rate VIC or a BT Tandem Rate VIC;

“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.