The Telecommunications (Licence Modification) (Regional Public Access Mobile Radio Operator Licences) Regulations 2000

PART 2: GENERAL CONDITIONS

Condition 1

PRIVACY, CONFIDENTIALITY AND METERING ARRANGEMENTS

1.1  Subject to the other provisions of this Licence, the Licensee shall take all reasonable steps to safeguard the privacy and confidentiality of:

(a) any Message conveyed for a consideration by means of the Applicable Systems; and

(b) any information acquired by the Licensee in relation to such conveyance.

1.2  The Licensee shall take all reasonable steps to ensure the accuracy and reliability of any Metering System used in connection with the Applicable Systems and shall, in relation to any Metering System, keep such records as the Director has specified and notified to the Licensee.

Condition 2

ALTERATIONS TO THE APPLICABLE SYSTEMS

2.1  The Licensee shall from time to time inform the Director and provide him with such additional information as he may reasonably require about any proposals for changes to the Applicable Systems or to any apparatus comprised therein or to any stored commands or protocol, which the Licensee might reasonably anticipate from the facts known to it would, or might when made, have the effect of requiring any person:

(a) running any system which is authorised to be run under a Licence which authorises connection of that system to the Applicable System; or

(b) producing or supplying telecommunication apparatus or telecommunication systems for connection to the Applicable Systems without being comprised in them,

materially to modify, or, as the case may be, to replace or cease to produce or supply, any item of telecommunication apparatus connected or to be connected to the Applicable Systems.

2.2  The Licensee shall prepare and publish in consultation with the Director not later than six months after the date on which this Licence enters into force a statement of its procedures for consulting, and giving advance notice to, those persons likely to be affected by such changes (including in particular the British Standards Institution and any person appointed by the Secretary of State under section 25 of the Act) and shall adhere to those procedures.

2.3  In this Condition:

• “to modify” in relation to any Other Apparatus or System means to make any alteration to that Other Apparatus or System which may be necessary to ensure that any Message which has been or is to be conveyed by means of the Applicable Systems connected or to be connected to that Other Apparatus or System is capable of being properly conveyed by that Other Apparatus or System or by the Applicable Systems as the case may be; and

• “Other Apparatus or System” means any telecommunication apparatus or telecommunication system together with any protocol, message format or stored command in such apparatus or system connected or to be connected to but not comprised in the Applicable Systems.

Condition 3

RESTRICTIONS ON ADVERTISING

3.1  Where the Licensee sends and conveys Messages on its own behalf, or on behalf of any member of the Licensee’s Group, by means of the Applicable Systems for the purposes of the advertising, the offering for supply or provision or the supply or provision of goods, services or any other thing, and receives from any end user who runs a telecommunication system by means of which that person receives such Messages a request to cease so sending them to a telecommunication system run by that person, then:

(a) the Licensee shall, and shall ensure insofar as possible that every member of the Licensee’s Group shall, cease sending such Messages to any telecommunication system run by that person and identified for the purpose to the Licensee by reference to a Number which is used to make calls to that telecommunication system; and

(b) the Licensee shall, or shall procure that a member of the Licensee’s Group shall, maintain, or secure that there is maintained, a record giving particulars of the persons and the Numbers referred to in sub-paragraph 3.1 and shall make that record available for inspection on reasonable notice by the Director.

3.2  Where:

(a) in respect of a telecommunication system run by him or on his behalf, a person has notified a Specified Person that he does not wish to receive unsolicited calls (whether of a general or a particular kind) made for the purpose of the advertising or the offering for supply or provision or the supply or provision of goods, services or any other thing; and

(b) a Specified Person keeps a list of such notifications in a form specified by the Director and made available for inspection by the general public,

the Licensee shall not, and shall ensure in so far as possible that no member of the Licensee’s Group nor their agent, subcontractor or employee shall, make such unsolicited calls by means of the Applicable Systems to the telecommunication systems so listed.

3.3  Paragraph 3.2 shall have effect only where the Director has determined for the time being:

(a) the description of unsolicited calls to which that paragraph shall apply; and

(b) the description or descriptions of persons who shall be entitled to notify a Specified Person under that paragraph in relation to any such description of unsolicited calls,

and such determinations are described in a list kept for the purpose by the Director and made available by him for inspection by the general public.

3.4  This Condition shall have no application where the Telecommunications (Data Protection and Privacy) Regulations 1999 (S.I. 1999/2093) apply.

Condition 4

PREPARATION OF ACCOUNTS

4.1  The Licensee shall maintain accounting records in such a form that its business of providing the services authorised in Schedule 3 to this Licence is separately identifiable or separately attributable in the books of the Licensee, being records sufficient to show and explain the transaction of that part of the Licensee’s business.

Condition 5

REQUIREMENT TO FURNISH INFORMATION TO THE DIRECTOR

5.1  Without prejudice to any other provision in this Licence relating to the provision of information, the Licensee shall furnish to the Director, in such manner and at such times as the Director may reasonably request, such information in the form of documents, accounts, estimates, returns and without prejudice to the generality of the foregoing, such other information as he may reasonably require for the purpose of verifying that the Licensee is complying with these Conditions and for statistical purposes.

5.2  In making any such request the Director shall ensure that no undue burden is imposed on the Licensee in procuring and furnishing such information and, in particular, that the Licensee is not required to procure or furnish information which would not normally be available to it unless the Director considers that the particular information is essential for the purposes referred to in paragraph 5.1.

5.3  The Licensee shall permit the Director and any person authorised by him in writing to inspect the Applicable Systems at any reasonable time for the purpose of verifying whether:

(a) the Licensee is running the Applicable Systems in accordance with this Licence; or

(b) the connection or the proposed connection of any other telecommunication system to the Applicable Systems causes or would cause any contravention of the Licence under which that other system is run.

5.4  In this Condition “documents” includes, without prejudice to the generality thereof, drawings, designs, plans, or specifications.

Condition 6

NOTIFICATION OF CHANGES IN SHAREHOLDINGS

6.1  The Licensee shall notify the Secretary of State if an undertaking becomes a Parent Undertaking in relation to the Licensee.

6.2  Subject to paragraph 6.3, the Licensee shall notify the Secretary of State of:

(a) any change in the proportion of the Shares held in a Relevant Company by any person; and

(b) the acquisition of any Shares held in a Relevant Company by a person not already holding any such Shares, and the proportion of any Shares held by that person immediately after that acquisition.

6.3  The Licensee shall be obliged to notify the Secretary of State of any acquisition of Shares or change in the Shareholding of a Relevant Company by any person only if, by reason of that acquisition or change, the total number of Shares in that Relevant Company held by that person otherwise than as trustee or nominee for another person together with any Shares held by a nominee or trustee for that person immediately after that change or acquisition:

(a) exceeds 15 per cent of the total number of Shares in that company (where it did not exceed 15 per cent prior to that change or acquisition);

(b) exceeds 30 per cent of the total number of Shares in that company (where it did not exceed 30 per cent prior to that change or acquisition); or

(c) exceeds 50 per cent of the total number of Shares in that company (where it did not exceed 50 per cent prior to that change or acquisition),

provided that where a Relevant Company is a public company as defined in section 1 of the Companies Act 1985, the obligation shall be discharged by forwarding to the Secretary of State as soon as practicable all information in respect of that acquisition or that change as is entered on or received for entry on the register required to be maintained by that Relevant Company under section 211 of the Companies Act 1985.

6.4  In any case referred to in paragraph 6.1 or 6.2, notification shall be given by a date which is 30 days prior to the taking effect of such change or acquisition, as the case may be, or as soon as practicable after that date.

Condition 7

LICENSEE'S GROUP

7.1  Without prejudice to the Licensee’s obligations under these Conditions in respect, in particular, of anything done on its behalf, where;

(a) the Director determines either:

(i) that a member of the Licensee’s Group has done something which would, if it had been done by the Licensee, be prohibited or not be authorised under these Conditions; or

(ii) that a member of the Licensee’s Group has done something which would, if it had been done by the Licensee, require the Licensee to take or refrain from taking a particular action under these Conditions and that neither the Licensee nor the member has met that further requirement; and

(b) the Director is not satisfied that the Licensee has taken all reasonable steps to prevent any member acting in that way,

then the Director may direct the Licensee to take such steps as the Director deems appropriate for the purpose of remedying the matter, including refraining from carrying on with that member such commercial activities connected with telecommunications as the Director may determine.

7.2  Where these Conditions apply in respect of the Applicable Systems they do not apply in respect of any other telecommunication system, whether run by the Licensee or another.

7.3  Where any person becomes a member of the Licensee’s Group then the Licensee shall not be subject to paragraph 7.1 before that is reasonably practicable but shall be so not later than one year after that person becomes such a member or such later date as the Director may determine.

7.4  This Condition shall not apply to any particular member of the Licensee’s Group if and to the extent that the Director so determines.

Condition 8

PAYMENT OF FEES

8.1  Subject to paragraph 8.2 below, the Licensee shall pay the following amounts to the Secretary of State at the times stated:

(a) on the grant of this Licence the sum of £6,000;

(b) on 1 April 2000 and annually thereafter a renewal fee of (at the option of the Director) either £3,000 (the subsequent renewal fees being adjusted to take account of any fall or increase in the value of money since that date) or such amount which shall represent a fair proportion, to be determined each year by the Director according to a method that has been disclosed to the Licensee in a written statement, of the estimated costs to be incurred in that fiscal year by the Director in the regulation and enforcement of telecommunication licences and in the exercise of his other relevant functions under the Act. The first renewal fee shall be increased by the proportion which the period from the date of granting of this Licence until the next following 1 April bears to the period of one year; and

(c) when the Director so determines, on 1 January 2001 and annually thereafter, a special fee which shall represent a fair proportion, to be determined by the Director according to a method that has been disclosed to the Licensee in a written statement of the amount, if any, by which the aggregate of:

(i) the costs estimated to have been already incurred in that fiscal year by the Director in the regulation and enforcement of telecommunication licences and in the exercise of his other relevant functions under the Act;

(ii) the costs estimated to have been already incurred in that fiscal year by the Competition Commission following licence modification references under section 13 of the Act; and

(iii) the estimated costs to be incurred in the remainder of that fiscal year:

(A) by the Director in the regulation and enforcement of telecommunication licences and in the exercise of his relevant other functions under the Act; and

(B) by the Competition Commission following licence modification references under section 13 of the Act,

exceeds the renewal fee for that year.

8.2  The aggregate of the renewal fee and the special fee for any fiscal year shall not exceed:

(a) 0.08% of the relevant annual turnover attributable to the licensable activities of the Licensee in the United Kingdom (as described in a written statement given to the Licensee by the Director) in the financial year before the last complete financial year of the Licensee before the renewable fee is payable (the “relevant turnover”); or

(b) £3,000 (adjusted in the manner described in paragraph 8.1(b)),

whichever is the greater (the “normal aggregate fee”), unless the Director determines that the costs incurred in any fiscal year by him and the Competition Commission in respect of the Licensee’s activities exceed the normal aggregate fee, by virtue of the costs of licence modification references under section 13 of the Act, in which case the aggregate of the renewal fee and the special fee for the following year shall be such amount (not exceeding 0.4% of the relevant turnover) as the Director determines is sufficient to take account of that excess as well as the normal aggregate fee.