01 May 2008

Terms and Conditions for Occasional Services

Contents

1. Introduction

2. Provision of Service

3. Customers responsibilities

4. Use of the Service

5. Charges for Service

6. Customer requests for change to a booking and overruns

7. Pencil Booking Policy

8. Fault repair service

9. Default

10. Cessation of Service

11. PBLSat’s Liability

12. Assignment

13. Notices

14. Dispute resolution

15. Indemnity

16. Variation of these terms

17. Matters beyond PBLSat’s reasonable control

18. Entire agreement

19. Intelletual property rights

20. Confidentiality

21. Proper law and juristiction

1. Introduction

These are the standard terms and conditions under which PBLSat will supply Service on either an ad-hoc use basis or on a term contractual basis (in which event certain specific amendments to these standard terms and conditions may apply) to Customers

1.1 Interpretation

In these Conditions, unless the context otherwise requires, the following words shall have the following meanings:

“Booking" means the Customer’s request for Service that has been acknowledged and accepted by PBLSat;

“Charges” means the Charges detailed in the Booking for the Service and/or as described and contained within PBLSat’s Rate Card (where applicable) or as otherwise agreed between PBLSat’s and the Customer together with any additional expenses incurred by PBLSat or any penalty charges as described in this contract;

“Connecting Point” means the point at which a terminal or any other PBLSat device is connected to the Customer’s Equipment in order to provide Service;

“Contract” means these terms and conditions, the Booking, or any other agreement (whether or not such agreement be a term contract and/or contains clauses, identified as such, amending these standard terms and conditions) for provision of Service made between PBLSat and the Customer, and together with the description of, and charges for, the relevant Service as contained in PBLSat’s Rate Card.

“Customer" means the person, firm or company with whom or which PBLSat makes a Contract for provision of Service, including any person reasonably appearing to PBLSat to act with that Customer’s authority and by whom PBLSat’s charges are payable;

“Customer’s Equipment” means any equipment that the Customer uses with the Service;

“Fault Report Point” means the phone number specified by PBLSat for fault reporting;

“PBLSat" means PBLSat part of the PBL Group

“PBLSat’s Rate Card" means PBLSat’s list of charges for broadcast services, as may be amended from time to time;

"Point of Presence" means the precise location or location at a venue from where PBLSat provides the Service for the Customer to connect the Customer Equipment

“Service” means any of the occasional services in respect of which PBLSat makes a Contract with the Customer.

1.2 Clause headings are for ease of reference and do not form part of nor will they affect the interpretation of the contract. Where the context so admits or requires the singular will include the plural and vice versa.

2. Provision of Service

2.1 PBLSat will determine the method of provision of the Service and will provide the Service to the Customer on the terms of the Contract.

2.2 The provision of the Service by PBLSat is at all times subject to the availability of appropriate facilities and licenses to PBLSat including but not limited to arrangements with other, overseas telecommunications and broadcast service providers and where required the assistance of the Customer, PBLSat will determine any method for provision of the Service. PBLSat may use third parties to deliver the Service.

2.3 PBLSat may, given circumstances where

2.3.1 PBLSat incurs or is likely to incur greater expense in providing the Service than PBLSat usually incurs for such Service; or

2.3.2 the Customer requests PBLSat to provide a Service in a particular way or by particular means or from a particular location; or

2.3.3 in order to deliver the Service PBLSat will need to install a circuit in an unusual way or from a location where PBLSat has no existing facilities charge the Customer for any additional expenses PBLSat incurs and or apply such special conditions to the provision of such Service as PBLSat deems appropriate.

2.4 It is technically impracticable to provide broadcast services free of fault and PBLSat does not undertake to do so. The Customer will be entitled to a credit in respect of the Charges in respect of any fault in the Service that is the responsibility of PBLSat. The amount of any such credit will be a fair and reasonable sum as determined by PBLSat.

2.5 In the event of an emergency PBLSat, may suspend the Services in order to give emergency organisations or departments of central or local government access to the Service in accordance with requests made in order to comply with orders or directions of a competent authority in exercise of statutory or other execute powers in connection with such emergency and suspension of the Service in such circumstances will be treated as an event arising under clause 17.

2.6 PBLSat may give the Customer instructions from time to time for use of the Service which PBLSat believes to be reasonably required in the interests of health, safety or where use of the Service in a particular way may affect the quality of the Service or adversely affects services to other PBLSat customers.

3. Customer's Responsibilities

3.1 The Customer is responsible for any equipment supplied by PBLSat to the Customer for provision of the Service and must not add to, modify or in any way interfere with such equipment nor allow anyone else to do so. The Customer will be liable to PBLSat for any loss or damage to such equipment, except where such loss or damage is due to fair wear and tear.

3.2 The Customer will at its own cost provide a suitable electricity supply and connection if required to enable PBLSat to provide the Service.

3.3 The Customer will be responsible for connection of Customer Equipment to the Service provided by PBLSat at the Connecting Point including but not limited to the responsibility for cabling and other services between the signal source and the Point of Presence. The Customer must only connect Customer Equipment to the Service at the Connecting Point.

3.4 Any Customer Equipment connected to or used with the Service must be technically compatible with the Service and PBLSat equipment and used in accordance with any instructions, safety and security procedures applicable to the use of that equipment. It is the Customer's responsibility to ensure that equipment connected to the Service is protected against damage or loss caused or in a way associated with the provision of the Service

3.5 The Customer will be responsible for the arrangement of all-necessary permissions and access for PBLSat people and suitable parking at appropriate locations in order that PBLSat may provide the Service. PBLSat will comply with any reasonable site rules notified to PBLSat in advance by the Customer to secure such permissions, access and suitable parking.

3.6 The Customer will comply, at its own cost, with any reasonable requirements of PBLSat in order for PBLSat to be able to provide the Service.

4. Use of the Service

4.1 The Customer shall only use the Service to transmit signals in a manner that does not infringe any relevant legislation and the requirements of appropriate government or regulatory authorities which are applicable to the Customer's use of the Service. PBLSat accepts no responsibility for any licenses or permissions required for the programmes or signals that the Customer wishes to transmit over the Service.

4.2 The Customer must not use or permit any other person to use the Service to send a message or communication which is offensive, abusive, indecent, obscene or menacing or to cause annoyance, inconvenience or needless anxiety or in breach of the provisions of any licence or permission applicable to the Customer or any other
person in respect of use of the Service.

4.3 The Customer agrees to fully indemnify PBLSat against any claims or legal
proceedings arising from the Customer’s use or any third party’s use of
the Services which are brought or threatened against PBLSat by another
person and, without prejudice to the foregoing, the Customer agrees to
fully indemnify PBLSat against all and any actions, proceedings, claims or
demands brought against PBLSat arising from libel, slander, invasion of
privacy, quality or contents of any programme transmitted by the
Customer.

5. Charges for Service

5.1 The Customer will pay PBLSat the Charges for the Service calculated in accordance with the PBLSat Rate Card or as otherwise agreed by PBLSat and the Customer or as stated in the Booking or any other agreement together with any additional expenses PBLSat incurs in performing the contract.

5.2 The Charges will fall due and will be paid in full by the Customer to PBLSat within 30 days of the invoice date.  Charges are exclusive of VAT, which will be added to the Charges at the time of invoicing.

5.3 The Customer shall notify PBLSat of any dispute regarding charges in writing within thirty (30) days of the relevant Invoice Date. Thereafter, the invoice shall be considered final and undisputed. Notwithstanding the existence of a dispute as to charges, the Customer shall pay all undisputed amounts in the relevant invoice by the payment due date.

5.4 PBLSat may request a payment in advance or a deposit from the Customer prior to PBLSat providing the Service. In such circumstances the provision of the Service by PBLSat will be conditional upon PBLSat securing such payment in advance or deposit. Any payment in advance or deposit made by the Customer will be credited by PBLSat against the Charges to be paid by the Customer.

5.5 A Booking for a Service may be cancelled by the Customer provided the Customer provides written notice of such cancellation and subject always to the following penalty Charges

Time Prior to Transmission % of Charges Payable

more than 30 days notice 0%

more than10 days, less than 30 days notice 25%

more than 3 days, less than 10 days notice 50%

more than 1 day, less than 3 days notice 75%

0 - 24 hours notice 100%

together with payment of any charges levied by any third parties associated with the provision of the Service.

5.6 In circumstances where PBLSat makes arrangements with other broadcast service providers for the provision of the Service, PBLSat's Charges will include the costs and expenses of such other telecommunications and broadcast service providers.

5.7 The Customer shall be liable to pay interest on any overdue payment at the annual rate of 4% above the prevailing base rate of Lloyds TSB Bank, which interest shall accrue on a daily basis from the date payment became overdue from the relevant invoice date until PBLSat has received payment of the overdue amount together with any interest that has accrued.

6. Customer Requests for Change to a Booking and Overruns

6.1 PBLSat will use its reasonable endeavours to comply with any request from a Customer for a change to a Booking. Provision of Service in such circumstances will be subject to the availability to PBLSat of suitable facilities at similar cost and to the provisions of clause 2 and clauses 6.2, 6.3, 6.4 and 6.5

6.2 If a Customer requests a change to a Booking such that the overall time period - the duration - of the Booking is reduced or that the start time and end time are not within 10 minutes of the original start time and end time then such a change request will be treated as a cancellation and the penalty provisions at clause 5.5 will apply.

6.3 If a Customer requests a change to a Booking such that the duration of the Booking is increased and the changed start time and end time includes the original start time and original end time then such a change request will not be treated as a cancellation and the penalty provisions at clause 5.5 will not apply.

6.4 If a Customer requests a change to a Booking which

6.4.1 amends the route of the Booking but does not reduce the duration of the Booking and any changed start time and end time are within 10 minutes of the original start time and original end time; or

6.4.2 amends the route of the Booking and increases the duration of the Booking provided that the changed start time and end time include the original start time and end time

Then the Customer will be responsible and will pay PBLSat in addition to the Charges any third party costs associated with such an amendment of the route but otherwise the penalty provisions of clause 5.5 will not apply.

6.5 If the Customer requests a change to a Booking which amends the route of the Booking and reduces the duration of the Booking then the change request will be treated as a cancellation and the penalty provisions of clause 5.5 will apply.

6.6 If in the event that the length of time for provision of the Service exceeds the period requested by the Customer then such excess period of time will constitute an "overrun". PBLSat will continue to provide such Service provided it does not impede PBLSat's ability to provide Service to other customers and that the Customer will pay such additional Charges in respect of the overrun as are detailed in PBLSat's Rate Card or such other reasonable charges as PBLSat will determine or has agreed previously with the Customer.

7. Pencil Booking Policy

7.1 Subject to availability PBLSat will permit Customer’s to place pencil booking requests on PBLSat dedicated space segment. A pencil booking is a provisional booking and as such is not guaranteed until the Customer commits to the order in writing and receives by return, confirmation from PBLSat.

7.2 Should PBLSat receive a conflicting firm order, PBLSat reserves the right to reschedule the pencil booking on an alternative slot on the same satellite or on a suitable slot on alternative PBLSat dedicated space segment or on a third party satellite. PBLSat will notify the customer of the conflict and the Customer will have the following options;

7.2.1 Accept the migration of the pencil booking to an alternative slot on PBLSat dedicated capacity or on suitable third party capacity. The customer should note that migration to third party capacity will be subject to clause 5.5 and may incur additional charges

7.2.2 Cancel the pencil booking with no charge

7.2.3 Match either the total value or duration of the conflicting firm booking

7.3 PBLSat reserves the right not to offer a pencil booking service during periods of high volume

8. Fault Repair Service

PBLSat will provide a fault repair service. The Customer must immediately report a fault by either informing PBLSat people at the Customer's location or by telephoning the Fault Report Point for the Service. The Customer will provide PBLSat with a contact name and telephone number for PBLSat to report on the progress it is making to clear the fault. The Customer will provide immediate access to PBLSat to any equipment associated with the provision of the Service to enable PBLSat to investigate any fault or suspected fault. The Customer understands and agrees that in order to investigate a fault or suspected fault or to complete a repair it may be necessary for PBLSat to suspend the Service. PBLSat will notify the Customer when the fault is cleared. If work of any kind is done by PBLSat in response to a complaint of a fault in the Service and no such fault is found or the fault is as a result of the Customer's Equipment then PBLSat may require the Customer to pay a charge for the work PBLSat has done.

9. Default

9.1 PBLSat may suspend the Service to the Customer at any time without prejudice to the liability of the Customer to pay the Charges for any period of suspension, or by 7 days prior written notice to the Customer to terminate the Contract, if: -

9.1.1 The Customer fails to pay the Charges within 30 days of the due date; and/or,

9.1.2 The Customer becomes insolvent or bankrupt or has a receiver or manager appointed over the whole or part of its assets or business, or makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt or an order or resolution is made for its dissolution or liquidation (other than for the purpose of a solvent amalgamation or re construction); or

9.1.3 The Customer or any person permitted by the Customer to use the Service is in breach of Clause 4.2; or

9.1.4 PBLSat was not to act to suspend the Service would put PBLSat and/or the Customer or any other party associated with the provision of the Service in breach of any law, license, bye-law, permission or lawful requirement of any statutory or regulatory body or other competent authority. PBLSat may choose, wherever practicable to allow the Customer an opportunity to remedy such breach before suspension of the Service; and/or

9.1.5 The Customer is in breach of any other material provisions of this Contract and fails to remedy the breach (if capable of being remedied) within 30 days of notice in writing from PBLSat requiring it to do so.

9.2 If the Customer fails to comply with any provision of this contract or terminates this contract pursuant to clause 9.3 or otherwise the Customer will nevertheless continue to be liable for all Charges due or to become due to PBLSat and any other payments due to PBLSat in respect of this Contract or otherwise for the provision of the Service including Charges agreed with the Customer in respect of any minimum commitment or minimum period or minimum Charges for provision of the Service.

9.3 The Customer may, without prejudice to any other right or remedy it may have terminate this Contract by 14 days prior written notice to PBLSat if PBLSat is in breach of any of the material provisions of this Contract and fails to remedy such a breach (if capable of being remedied) within 30 days notice in writing from the Customer requiring PBLSat to do so.

9.4 Any waiver by either party of a breach by the other of any provision of this Contract shall be limited to the particular breach and will not operate in any way in respect of any future breach by the first party, and no delay on the part of a party to act upon a breach will be deemed to be a waiver of that breach.

10. Cessation of Service

10.1 PBLSat will give the Customer at least 14 days notice of cessation of provision of any Service or facility under this Contract

11. PBLSat's Liability

11.1 In performing any obligation under this Contract PBLSat's duty is only to exercise the reasonable skill and care of a competent broadcast service provider

11.2 PBLSat does not exclude or restrict liability for death or personal injury resulting from PBLSat's negligence or breach of statutory duty.

11.3 PBLSat’s liability in contract, tort, (including negligence or breach of statutory duty) or otherwise arising by reason of or in connection with this Agreement or howsoever otherwise shall be limited to £1,000,000 for any one incident or series of related incidents and £2,000,000 for any series of incidents related or unrelated in any period of 12 months.

11.4 PBLSat will not be liable for loss, whether direct or indirect of business, revenue or profits, anticipated savings or wasted expenditure, corruption or destruction of data or for any indirect or consequential loss whatsoever

11.5 Each provision of this clause 11 is to be construed as a separate limitation applying and surviving even if for any reason one or other of the these provisions is held inapplicable or unreasonable in any circumstances and shall remain in force notwithstanding the expiration or termination of this contract.

12. Assignment

PBLSat may assign or transfer any of its rights or obligations under this contract, without the written consent of the Customer. The Customer may not assign or transfer any of its rights or obligations under this Contract without PBLSat's written consent, and PBLSat will not unreasonably refuse consent to the Customer’s transferring its rights and obligations under this Contract to another group company of the Customer

13. Notices

Any notice to be served by either party on the other (including any invoice sent by PBLSat to the Customer) shall be in writing and delivered by hand or sent by fax or prepaid post to the addressees at the following address:

To PBLSat:

[ ]
PBLSat
45 Russell Square
London
WC1B 4JP

or any other address notified in writing by PBLSat to the Customer.

To the Customer:
At the address to which from time to time the Customer asks PBLSat to send invoices, or the addresses of the Customer's business premises, or if the Customer is a company then its registered office or any other address notified in writing by the Customer to PBLSat.

14. Dispute Resolution

Where a dispute between the parties does not involve a complex issue of law, or an issue of quantification or mitigation of loss, or a sum exceeding £5,000 the parties may refer such dispute to arbitration by an Arbitrator nominated by the Chartered Institute of Arbitrators.

15. Indemnity

The Customer will indemnify PBLSat against any claims or legal proceedings arising from the Customer's use of the Service or any third party's use of the Service with the Customer's consent which is brought or threatened against PBLSat by any other person and in particular but not limited to all claims, losses damages or expenses arising from any action or threatened action for libel, slander, or invasion of privacy or any allegation thereof or infringement or alleged infringement of copyright arising in the course of the Customer's use of the Service and/or in respect of any claim by any person in any way associated with the quality or content of material transmitted, or with any failure, or alleged failure of transmission of such material.

16. Variation of these Terms

PBLSat may from time to time vary these conditions by executing a document by a duly authorised PBLSat representative expressly referring to this clause 16 and by publishing notice of such change on the Internet or otherwise.

17. Matters Beyond PBLSat's Reasonable Control

If PBLSat is unable to perform any obligation under this Contract because of a matter beyond its reasonable control such as lightning, flood, exceptionally severe weather conditions, fire, explosion, war, civil disorder, industrial disputes (whether or not involving PBLSat’s employees) or acts of local or central government or other competent authorities, or events beyond the reasonable control of PBLSat’s suppliers, PBLSat will have no liability to the Customer for that failure to perform.

18. Entire Agreement

18.1 This Contract contains the whole agreement between the parties and supersedes all previous written or oral agreements relating to its subject matter.

18.2 The parties acknowledge and agree that:

18.2.1 They have not been induced to enter into this Contract by any representation, warranty or other assurance not expressly incorporated into it; and

18.2.2 In connection with this Contract their only rights and remedies in relation to any representation, warranty or other assurance are for breach of this Contract and that all other rights and remedies are excluded, except in the case of fraud.
19. Intellectual Property Rights

19.1 where software is provided to enable the Customer to use the Service, PBLSat grants the Customer a non-exclusive, non-transferable licence to use the software for that purpose.

19.2 The Customer will not, without PBLSat`s prior written consent copy or (except as permitted by law) decompile or modify the software, or copy any manuals or documentation provided by PBLSat in association with the Service.

19.3 The Customer will sign any agreement required by the owner of the copyright in the software to protect the owner's interest in that software.

20. Confidentiality

20.1 The parties will keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under this Contract and will not disclose that information to any person (other than their employees or professional advisers, or in the case of PBLSat, the employees of a PBLSat company or their suppliers who need to know the information or any other telecommunications or broadcast service providers associated with provision of the Service) without the consent of the other party.

20.2 This condition 20 of the Contract shall not apply to:-

20.2.1 any information which has been published other than through a breach of this Contract;

20.2.2 any information lawfully in the possession of the recipient before the disclosure under the Contract took place;

20.2.3 any information obtained from a third party who is free to disclose it; and

20.2.4 any information which a party is required by law or by a competent authority to disclose.

20.3 This condition 20 of this Contract will remain in effect for one year after the termination of the Contract

21. Proper law and Jurisdiction

21.1 This Contract shall be deemed made in England according to the Laws of England and subject to the exclusive jurisdiction of the English courts.