The BT Business One Plan Inclusive, BT Business One Plan Plus Inclusive and the BT Business One Plan Traditional Inclusive (the "Special Offer") is available as follows:

Eligibility

The Special Offer is available to customers who between the 26th October 2009 and the 30th April 2010* (the "Offer Period") order:

* Note - Offer now extended to 31st October 2010.

(a) The Special Offer; and

(b) Any other service (including the Qualifying Services) that is required in order to be eligible for BT Business One Plan, BT Business One Plan Plus or BT Business One Plan Traditional, as applicable.

The Special Offer (with or without the Unlimited Calls Package) is available as follows:

BT Business One Plan Inclusive and BT Business One Plan Traditional Inclusive - are available to Business customers who have 2501000 or less Lines;

BT Business One Plan Plus Inclusive - is available to customers who have 100 or less Lines

The tiers to which the Special Offer and the Unlimited Calls Package can be applied are as detailed in the BT Price List Entries for BT Business One Plan (excluding the £700000tier), BT Business One Plan Plus (excluding the £700000tier) and BT Business One Plan Traditional.

The Special Offer and the Unlimited Calls Package are not available with BT Business Hosted Voice Plus.

To continue to receive the benefits of the Special Offer, the Customer must make at least one Chargeable Call per calendar month under the Special Offer (this does not apply where the Customer is taking the Unlimited Calls Package on at least one Eligible Line). Where the Customer does not make one chargeable call per calendar month under the Special Offer, BT may suspend the charges applicable under the Special Offer, in which case the charges will revert to those set out in the Price List Entries for BT Business One Plan, BT Business One Plan Plus or BT Business One Plan Traditional (as applicable) or terminate the Contract.

The BT Price List entries for BT Business One Plan, BT Business One Plan Plus and BT Business One Plan Traditional can be found at Business Customer OptionsBT Business One Plan , BT Business One Plan Plus (including BT Business Hosted Voice Plus) and BT Business One Plan Traditional

Definitions

Definitions are detailed in the standard terms and conditions for BT Business One Plan which can be found at http://www.bt.com/business/terms

In addition the following definitions apply to the Special Offer and the Unlimited Calls Package:

Additional Monthly Subscription - means the charge payable each month by the Customer in return for which the Customer will receive the Unlimited Calls Package, this charge is in addition to any line rental charges that apply to the Customer's Underlying Lines.

Chargeable Call - means a call for which a charge will appear on the Customer's bill.

Eligible Line - means a line of the type listed as an Access Qualifying Service which is included in the Customer's Inventory to which the Inclusive Call Allowance will be applied and to which the Unlimited Calls Package may be applied, details of which are set out below. The exclusions set out below apply.

Inclusive Call Allowance - means the inclusive call allowance that will apply per line per calendar month as set out below.

Installation - means lines with the same telephone number and which typically terminate on the same piece of equipment/CPE.

Lines - means lines provided under a contract between the Customer and BT including but not limited to Business PSTN, ISDN2, ISDN2e, ISDN30, Featureline, Featureline Compact and Featureline Corporate.

One Plan - means BT Business One Plan, BT Business One Plan Plus or BT Business One Plan Traditional.

Unlimited Calls Package - means the unlimited calls available on Eligible Lines details of which are set out below.

All other definitions are as detailed in the Contract for BT Business One Plan including the Service Schedule and the BT Price List.

Description

The Special Offer provides an Inclusive Call Allowance on the customer's Eligible Lines.

The Special Offer is not available with the £700.000Tier in BT Business One Plan and BT Business One Plan Plus.

1. The Inclusive Call Allowance will be applied to all the Eligible Lines (subject to sub paragraph 6 below);

2. The customer will receive an Inclusive Call Allowance of 500 minutes per calendar month per Eligible Line;

3. The Inclusive Call Allowance applies to the following call types:

Inland Calls which are defined as: 01, 02, 03, 05 (where charged at G21 rates), 0870, 0845 and calls from Northern Ireland to fixed destinations in the Republic of Ireland.

4. The Inclusive Call Allowance applies per Eligible Line. It cannot be transferred to another Eligible Line and any unused allowance cannot be carried forward to another month. At the beginning of each calendar month the minutes allowance for the Inclusive Call Allowance is reset. For Installations see note below.

5. The Inclusive Call Allowance will be applied to any Eligible Lines that are migrated from an existing One Plan contract to the Special Offer. Please note that the Migration Rules published below will apply.

6. Installation - the customer will receive the Inclusive Call Allowance on all Eligible Lines in the Installation. Where the customer takes the Unlimited Calls Package, this must be taken on all Eligible Lines within the Installation.

7. Any calls:

(i) in excess of the Inclusive Call Allowance (for Installations see the note below); or

(ii) which are not included within the Inclusive Call Allowance,

will be charged at the relevant One Plan rates as detailed in Business Customer Optionsof ofthis thisBT BTPrice PriceList. Where List. Whereno nopublished publishedOne OnePlan Planrate rateapplies, applies,the call will charged at the callrates willapplicable chargedto atthe theStandard Contract.rates applicable to the Standard Contract.

Note regarding Installations:

For Installations, when measuring whether or not calls become chargeable under paragraph 7(i) above, BT will measure at Installation level which means that:

Each calendar month, BT will add together the Inclusive Call Allowance for all Eligible Lines in the Installation ("Total Allowance") and the usage across all the Eligible Lines in the Installation ("Total Usage"). Where the Total Usage in that calendar month exceeds the Total Allowance in that calendar month, BT will commence charging as set out in paragraph 7 on all Eligible Lines in the Installation.

8. For Customers taking the BT Business One Plan Plus Special Offer (with or without the Unlimited Calls Package), the intra company calls will not count towards the Inclusive Call Allowance, in which case the total of the customer's intra-business zero-rated calls' minutes must not exceed 75%of the customer's total BT Business One Plan Plus Special Offer chargeable minutes.

9. It is the customer's responsibility to monitor their usage against the Inclusive Call Allowance.

The Unlimited Calls Package

Customers who take the Special Offer may in return for the Additional Monthly Subscription (details of which are set out below) take the Unlimited Calls Package on any Eligible Line (subject to paragraph 4 below. The Unlimited Calls Package will apply in addition to the Inclusive Call Allowance on those lines.

Note 1 : charges are stated exclusive of VAT. Fair Use Policy applies (see sub paragraph (6) below)

Note 2: The Unlimited Calls Package is not available on the £700000 Tier in BT Business One Plan and BT Business One Plan Plus.

1. The Unlimited Calls Package applies to the following call types:

(a) Inland Calls which are defined as: 01, 02, 03, 05 (where charged at G21 rates), 0870, 0845 and calls from Northern Ireland to fixed destinations in the Republic of Ireland;

(b) fixed to UK Mobile calls (where these are at FM1-13 rates. Excludes calls to specialised numbers at other rates);

(c) fixed to IDD fixed destination calls except for those specified in the following table (also excludes calls to IDD Mobiles, IDD PRS and ISDN 64k International data calls)

2. The Unlimited Calls Package applies per Eligible Line. It cannot be transferred to another Eligible Line.

3. The Unlimited Calls Package may be applied to any Eligible Lines that are migrated from an existing One Plan contract to the Special Offer. Please note that the migration rules detailed below will apply.

4. Installation - where the customer takes the Unlimited Calls Package, the customer will receive the Unlimited Calls Package on all Eligible Lines in the Installation.

5. Any calls which:

a) Are not included within the Inclusive Call Allowance will be charged at the relevant One Plan rates as detailed in Business Customer Optionsof ofthis thisBT BTPrice PriceList. Where List. Whereno nopublished publishedOne OnePlan Planrate rateapplies, applies,the call will charged at the callrates willapplicable chargedto atthe theStandard Contract.rates applicable to the Standard Contract.

b) Exceed 60 minutes in length, the minutes in excess of 60 minutes will be charged for as follows:

Inland: in accordance with the pence per minute rates in Table A in the Price List Entries for BT Business One Plan, BT Business One Plan Plus and BT Business One Plan Traditional (as applicable)

F2M: in accordance with the pence per minute rates in Table F1 and F2 in the Price List Entries for BT Business One Plan, BT Business One Plan Plus and Table D for BT Business One Plan Traditional (as applicable)

International: in accordance with the pence per minute rates in Table D in the Price List Entries for BT Business One Plan, BT Business One Plan Plus and Table G for BT Business One Plan Traditional (as applicable)

6. Fair Use Policy:

Where for any and each Eligible Line (for Installations see the note below), the Customer's:

(a) Inland and IDD calls (as listed in paragraph (1) above), exceeds 5000 minutes per calendar month, the Customer will be charged for any calls in excess of the 5000 minutes* from the next calendar day until the end of that calendar month.

Inland: in accordance with the prices in Table A in the Price List Entries for BT Business One Plan, BT Business One Plan Plus and BT Business One Plan Traditional (as applicable)

International: in accordance with the prices in Table D or Table B in the Price List Entries for BT Business One Plan, BT Business One Plan Plus and Table G or Table F for BT Business One Plan Traditional (as applicable)

(b) F2M minutes exceeds 300 minutes per calendar month, the Customer will be charged for calls in excess of the 300 minutes* in accordance with the prices in Table F1 and F2 or F1 and F3 in the Price List Entries for BT Business One Plan, BT Business One Plan Plus and Table D and Table E for BT Business One Plan Traditional (as applicable) from the next calendar day until the end of that calendar month.

Note regarding Installations:

For Installations, the Unlimited Calls Package can be applied per Eligible Line and the Additional Monthly Subscription is payable per Eligible Line. When measuring against the Fair Use Policy, BT will measure at Installation level which means that:

Each calendar month, BT will add together the allowance per Eligible Line in the Installation ("Total Allowance") and the usage across all the Eligible Lines in the Installation ("Total Usage"). Where the Total Usage in that calendar month exceeds the Total Allowance in that calendar month, BT will commence charging as set out in paragraphs 6 (a) and (b) on all Eligible Lines in the Installation.

BT will monitor the Customer's usage of the Unlimited Calls Package and reserves the right to:

(i) Suspend the charges applicable under the Special Offer in which case the Customer will be charged in accordance with the Standard Contract; or

(ii) Terminate the Contract.

Note: For Customers taking the BT Business One Plan Plus Special Offer, the intra company calls will not count towards the Fair Use Policy. However, the total of the customer's intra-business zero-rated call minutes must not exceed 75%of the customer's total BT Business One Plan Plus Special Offer chargeable minutes.

An example for illustrative purposes only:

Where the customer's f2m usage is in excess of 300 minutes but the customer's inland and IDD minutes have not exceeded 5000 minutes in that calendar month, BT will charge for the excess f2m minutes* (these charges will apply from the next calendar day and will apply for the remainder of the calendar month). However the inland/IDD will still be covered by the Unlimited Calls Package until the 5000 minutes is exceeded.

* the charges that will be applied are the rates (capped or uncapped dependent upon the whether or not the Customer contracted for the capped or uncapped rates) as set out in the Price List Entries for BT Business One Plan, BT Business One Plan Plus and BT Business One Plan Traditional (as applicable) - as stated in (a) and (b) above

Commitment Period Applicable to the Special Offer and the Unlimited Calls Package

1. A Commitment Period of 24 months will apply to the Special Offer. The Commitment Period will roll over in accordance with the terms and conditions. Roll over will apply to the Inclusive Call Allowance and the Unlimited Calls Package.

2. Where a customer is migrating to the Special Offer (with or without the Inclusive Calls Package) from:

(a) an option within the Special Offer (with or without the Inclusive Calls Package); or

(b) an existing BT Business One Plan, BT Business One Plan Plus or BT Business One Plan Traditional contract

the migration rules set out below will apply.

3. Where a customer has a contract for an option within the Special Offer (with or without the Inclusive Calls Package) and the customer adds new lines, adds the Unlimited Calls Package, removes lines or removes the Unlimited Calls Package, the customer will not have to resign the Special Offer contract.

4. Where a customer has a contract for an option within the Special Offer (with or without the Unlimited Calls Package) and changes the Tier or Committed Spend, the migration rules set out below will apply.

Qualifying Services

The Qualifying Services applicable to the Special Offer (with or without the Unlimited Calls Package) are as detailed in the Price List Entries for BT Business One Plan, BT Business One Plan Plus and BT Business One Plan Traditional.

Committed Spend

The Customer must commit to a Committed Spend within one of the tiers listed in the Price List Entries for BT Business One Plan, BT Business One Plan Plus and BT Business One Plan Traditional. The Special Offer (with or without the Unlimited Calls Package) is not available on the £700000tier and are not available with BT Business Hosted Voice Plus.

Eligible & Contributory Spend and Non-Eligible & Contributory Spend

The Eligible & Contributory Spend (excluding BT IP Trunk) and Non Eligible & Contributory Spend is as detailed in the Price List Entries for BT Business One Plan, BT Business One Plan Plus and BT Business One Plan Traditional.

The Additional Monthly Subscription will be Eligible & Contributory Spend.

Benefits of the Special Offer

Reward

The reward payable under the Special Offer (with or without the Unlimited Calls Package) is as follows:

Where on the Spend Measurement Date the Customer's Eligible & Contributory Spend is:

(a) Equal to or exceeds the Adjusted Nominal Committed Spend but is less than the Nominal Committed Spend, BT will calculate the reward based on 1/12th of the Customer's Eligible & Contributory Spend; or

(b) Equal to or exceeds the Nominal Committed Spend but is less than 90%of the Committed Spend, BT will calculate the reward based on 1/12th of the Nominal Committed Spend; or

(c) Equal to or exceeds 90%of the Committed Spend but is less than the Committed Spend, BT will calculate the reward based on 1/12th of the Eligible & Contributory Spend; or

(d) Equal to or exceeds the Committed Spend, BT will calculate the reward based on 1/12th of the Committed Spend

The reward will be applied to a subsequent bill.

All other benefits, with the exception of the line rental discount, are stated in the Price List Entries for BT Business One Plan, BT Business One Plan Plus and BT Business One Plan Traditional.

Reconciliation Charge

Except as set out below, the reconciliation rules are as detailed in the Price List Entries for BT Business One Plan, BT Business One Plan Plus and BT Business One Plan Traditional (as applicable).

The reconciliation charge will be as follows:

For the tiers below £5000- BT will apply a charge equal to 100%of the difference between the Adjusted Nominal Committed Spend and the Total Contributory Spend.

For the £5000tier and those above £5000- BT will apply a charge equal to 20%of the difference between the Adjusted Nominal Committed Spend and the Total Contributory Spend.

Note that a different reconciliation charge applies where the customer is migrating - see below.

Migration

Migration between the Special Offer options

(a) Migration prior to the Commitment Start Date Provided that the customer has met the eligibility criteria set out above, the Customer may move from one option within the Special Offer (with or without the Unlimited Calls Package) (the "Original Option") to another option within the Special Offer (with or without the Unlimited Calls Package) (the "Alternative Option") prior to the Commitment Start Date of the Original Option.

(b) Migration on or after the Commitment Start Date.

The Customer may move:

(i) from one option within the Special Option (with or without the Unlimited Calls Package) (the "Original Option") to another option within the Special Offer (with or without the Unlimited Calls Package) with an equal or higher Committed Spend ("the Alternative Option"); or

(ii) to an equal or higher Committed spend or tier within the Original Option,

and a reconciliation charge will not apply provided that the Customer's Total Contributory Spend under the Original Option is 75%or more of the pro rata Adjusted Nominal Committed Spend applicable to the Original Option;

Migration from the Special Offer

The migration rules are as detailed in the BT Price List Entries for BT Business One Plan, BT Business One Plan Plus and BT Business One Plan Traditional (as applicable).

Reconciliation Charge applicable to Migration between the Special Offer Options and Migration from the Special Offer

The reconciliation charge will be as follows:

For the tiers below £5000- BT will apply a charge equal to 100%of the difference between the pro rata Adjusted Nominal Committed Spend and the Total Contributory Spend.

For the £5000 tier and those above £5000- BT will apply a charge equal to 20%of the difference between the pro rata Adjusted Nominal Committed Spend and the Total Contributory Spend.

Migration to the Special Offer

The migration rules and reconciliation charges are as detailed in the appropriate BT Price List Entry for the customer's current contract.

Conditions

1. The Special Offer (with or without the Unlimited Calls Package) is provided under BT's Contract for BT Business One Plan including the Service Schedule, the BT Price List Entries for BT Business One Plan, BT Business One Plan Plus and BT Business One Plan Traditional (as applicable), the terms set out in this Special Notice and the Order Form.

2. The services included in the Inventory are provided under the applicable standard terms and conditions.

3. Customers will receive BT Assurance Plus repair service on all options within the Special Offer as part of this package at no extra charge. Details of BT Assurance Plus are detailed in the Price List Entries for BT Business One Plan, BT Business One Plan Plus and BT Business One Plan Traditional.

4. BT One Bill Plus and Direct Debit are the preferred billing and payment method.

5. The Special Offer (with or without the Unlimited Calls Package) is available as follows:

BT Business One Plan Inclusive and BT Business One Plan Traditional Inclusive - are available to Business customers who have 2501000 or less Lines;

BT Business One Plan Plus Inclusive - is available to Business customers who have who have 100 or less Lines

6. Minute rounding applies as set out at:

http://www.bt.com/pricing/current/Gen_Notes_boo/0001_d0e219.htm#0001-d0e219

7. The Line Rental Discount does not apply to the Special Offer or the Unlimited Calls Package.

8. The Special Offer (with or without the Unlimited Calls Package) is for the Customer's own use and must not be resold or otherwise transferred.

9. BT Business One Plan Inclusive and BT Business One Plan Traditional Inclusive are not available to Customers with more than 2501000 Lines. BT Business One Plan Plus Inclusive is not available to Customers who have more than 100 Lines

Where the Customer exceeds these limits, the following may apply

a) BT will terminate the Special Offer contact; and

b) The Customer will automatically commence a BT Business One Plan contract to which a new 24 month Commitment Period will apply; and

c) The Committed Spend applicable to the Special Offer contract will continue to apply to the BT Business One Plan contract.

d) Terms and conditions and charges for BT Business One Plan will apply (including reconciliation charges)

e) Reconciliation charges may apply to the terminated Special Offer contract

10. All charges (other than those stated above) will be charged in accordance with the charges and rules set out in the BT Price List entries for BT Business One Plan, BT Business One Plan Plus and BT Business One Plan Traditional (as applicable) which may in turn reference other sections within the BT Price List.

Exclusions

The exclusions detailed in the Price List Entries for BT Business One Plan, BT Business One Plan Plus and BT Business One Plan Traditional (as applicable) apply to the Special Offer and the Unlimited Calls Package. In addition the following exclusions apply to the Special Offer and the Unlimited Calls Package:

BT Business Hosted Voice Plus

BT Business One Plan Special Offer 3

One Plan Call Packages Special Offer

The Line Rental Discount does not apply to the Special Offer.

British Telecom Plc

26 October 2009