gyms uk jul08 v4...free when you subscribe to sky sports 1, sky sports 2 or both. choose your...

Give your employees and clients more with Sky

The world of business moves fast and keeping up to speed has

never been so important. With a fantastic range of channels,

Sky offers something to suit every office, no matter what

business you operate in.

Offices UKPackage & Pricing

SB/PP/OFFUK/0616

M019 MAWW

SHORT TRIM FOR FOLD>

What Sky can do for your office

Imagine having Sky News, Sky Sports and an extensive choice of musicchannels available in your office. Sky TV can keep your staff informedwith the latest news and trends and helps create an upbeat andinspiring environment to work in or visit.

Keep everyone up to dateKeep your staff updated with the latest breaking news from around the world.

Boost moraleMake your staff feel valued by showing some of the biggest sporting events,entertainment and news channels.

Encourage productivity Create an environment in which your employees will thrive.

l Show different channels on differentTV screens at the same time allowingyou to tailor the content for eacharea within your office

l Have more control over what isshown around your organisation bymaking only appropriate channelsavailable

l Subscription per channel from 50pper point per month*

* A minimum charge of £193 ex VAT per month applies

SMATV (One Sky box per channel)

l Show one channel at a time acrossall TVs throughout the office

l Multiple channels available on eachindividual box

l Benefit from interactive featuresincluding subtitles and Sky NewsActive

DTH (One Sky box with multichannels)

Three ways to get Sky

1

2

l Show different channels on different screens atthe same time allowing you to tailor the contentfor each area within your office

l Screen Sky on your TVs and your computer monitorsso your employees can benefit from having Sky attheir desks as well as throughout the office

l have more control over what is shown around yourorganisation by choosing the channels you want toshow

IPTV (One Sky box per channel)

COMPUTERS ON LANLocal Area Network (Minimum 2 Points)

ENCODINGEQUIPMENT

3

Great content, great options – One Sky Box, DTH

Take a look at the package and pricing information below. There’s never been a better time to join Sky and joining issimple - see the back page for more information.

Sky Base

News & Events Channels

+

+

+

Entertainment Channelsincluding:

over 200 free to air news and entertainment channels

£243 PER MONTH(ex VAT)

Premium Sports Channels

Variety

Music

Documentary, Lifestyle & Culture

For a full list of channels available give us a call. The F1 Logo, F1, FORMULA 1, FIA FORMULA ONE WORLD CHAMPIONSHIP, GRAND PRIX and related marks are trademarks of Formula OneLicensing BV, a Formula One group company. All rights reserved.

Sky Ultimate

Premium Sports Channels

Additional Sports Premium Channels

£341 PER MONTH(ex VAT)

Includes all channels in the Sky Base package, plus:

Additional Products

Equipment

HD BOX

HD BOX

HD BOX SKY BOX SKY BOX HD BOX HD BOXHD BOX HD BOX

HDBOX

HDBOX

HDBOX

SKYBOX

HDBOXHD

BOXSkyBoxwith

Sky UltimateFREE*

HD BOX

HD BOX

HD BOX SKY BOX SKY BOX HD BOX HD BOXHD BOX HD BOX

HDBOX

HDBOX

HDBOX

SKYBOX

HDBOXHD

BOXSkyBox

£65

withSky Base

Price excludes VAT

Racing Pack BoxNation

†

†

†

At The Races and Racing UK can be subscribed to separately. £24 with Sky Ultimate or £36 with Sky Base. Prices per month (ex VAT).

£35 PER MONTH (EX VAT)WITH SKY ULTIMATE £55PER MONTH (EX VAT)

WITH SKY BASE £100PER MONTH (EX VAT)WITH SKY ULTIMATE OR SKY BASE

†

Prices stated exclude VAT. Sky acts as sales agent for Racing UK and BoxNation. Your contract is with Racing UK Ltd or Boxing Channel Media Ltd respectively. †Standalone ATR, RacingUK, Racing Pack and BoxNation packages available. Minimum term for BoxNation is 3 months and 12 months for standalone Racing UK and ATR. If bought with Sky Ultimate or Sky Baseyou must give 90 days’ notice to cancel.^Free box offers not available if you have previously had such offers. Free box only when Sky installs your equipment. Cost of installation notshown, please call for more information.

AS BONUS CHANNELS

Free when you subscribe to Sky Sports 1, Sky Sports 2 or both.

Choose your channels – SMATV & IPTV

Select your individual channels from the list below to create the perfect mix for your office.

Sky Sports Premium Channels Subscription charge per point per month (ex VAT)

SKY SPORTS 1 only £8.90

SKY SPORTS 2 only £8.90

Both SKY SPORTS 1 and 2 £11.10

Other Sports Premium Channels Subscription charge per point per month (ex VAT)

News & Events Channels Subscription charge per point per month (ex VAT)

SKY NEWS £0.50

SKY SPORTS NEWS HQ £1.25

FOX NEWS £0.50

RACING PACK†

(AT THE RACES & RACING UK) £1.75

AT THE RACES £1.20

RACING UK £1.20

BRITISH EUROSPORT £1.25

BRITISH EUROSPORT 2 £1.25

CHELSEA TV £1.25

LIVERPOOL TV £1.10

MUTV £1.25

††

Prices stated exclude VAT. Sky acts as sales agent for Racing UK. Your contract is with Racing UK Ltd.†Standalone ATR, Racing UK and Racing Pack packages available.

VARIETYSky 1Award-winning original programmingplus the best and most popular USdramas and comedies

Sky 2Sky 2 offers the chance to see a rangeof favourite Sky 1 shows, including thebest in drama and comedy

Comedy CentralThe UK's premier destination forcomedy

Comedy Central ExtraStacks of your favourite showsincluding Sex and the City, The Officeand South Park

DMAXStraight up entertainment fromDiscovery

GOLD* Contemporary entertainment,comedy, drama and quiz shows

Movies 24The home of great TV movies

MTV Your single destination for the mostoriginal youth entertainmentprogramming

PBS AmericaAmerica’s most valued broadcaster,covering the best of American history,science, music, current affairs, artsand culture

SyFyStimulating viewing for thoseprepared to think differently

TLC Home to reality, fashion, chat, love, life and more

UniversalWhere drama comes to life!

Watch*Contemporary programming, withmovies and modern classic series

STYLE & CULTUREDiscovery Home & HealthA celebration of life, health and well-being

Star Gold*One of India’s most popularBollywood movie channels, showingthe best that Bollywood has to offer

Star Plus*India’s No.1 Hindientertainment channelwith top-rated dramas,Bollywood Movies, Comedy andThrillers

KIDSBabyTVA safe small world for developmentand discovery

BoomerangCartoons and real-life action in afeast of family fun

Cartoon NetworkCartoon Network is the home ofsidesplitting comedy and actionpacked cartoons

CartoonitoBright, happy, friendly

Disney Channel Quality kids' TV from a highly-trustedname

Disney Junior Engaging story-telling, music andmore for pre-schoolers

Disney XDCompelling mix of live-action,animated programming and movies

NickelodeonThe Adventures of being a kid

Nick Jr Join-in TV for pre-schoolers and mums

Nick Jr 2 Entertainment to inspire youngchildren

Nick Toons The all-animation kids channel

KNOWLEDGEAnimal PlanetGet closer to the animal kingdom withcompelling documentaries and spectacular wildlife footage

Crime & InvestigationThe only channel dedicated to truecrime stories deep into the heart ofthe criminal underworld

Discovery ChannelThe world’s largest provider of factual entertainment

Discovery HistoryBrings the past to life through acombination of gripping storytellingand the latest investigative techniques

Discovery ScienceFocused on the impact of Science on our lives

Discovery TurboA new channel dedicated to man andmachine… from cars and trucks,motorcycles to mopeds to planes andtrains and everything in between

History ChannelBritain’s premier broadcaster ofhistorical documentaries and dramas

H2The only channel dedicated to theconflicts, people and technologiesthat shaped our world

LifetimeLifetime offers a range of qualityscripted dramas, Lifetime DramaSpecials and factual entertainmentfrom the UK and the US

Nat Geo WildSee the natural world at its wildest -from the most remote environments,to the forbidding depths of theoceans and the protected parks onour doorsteps

National Geographic The most powerful teller of stories inthe world of documentary television

MUSIC & SPECIALISTMTV BaseThe only music channel dedicatedentirely to R&B and Hip Hop

MTV ClassicMTV’s greatest hits from the 80s and 90s.

MTV DanceToday's freshest dance tunes

MTV HitsIf it’s in the charts or on the way tothe charts, it’s on MTV Hits!

MTV LiveMusic and entertainmentprogrammes incl concerts & festivals

MTV Music#

First for Music. The very best of MTVin one place

MTV RocksThe interactive channel for indie, rockand alternative music enthusiasts

VH1 Feel-good playlists

A minimum charge of £193 ex VAT per month applies

#MTV Music only provided when taken with all other MTV channels.

Subscription charge per channel per room per month (ex VAT) is 50p except where indicated

Sky Entertainment Channels

RESTRICTIONS* These channels MUST NOT be exhibited in any communal areas of the Premises (eg. bars, lobbies, restaurants etc). For clarification “communal areas” include open

plan offices, staff common rooms, television lounges, bars, lobbies, restaurants, gyms, leisure clubs and cinema lounges.

For more detail on channels available, please give us a call.

SHORT TRIM FOR FOLD>

£1.25

1. What is an Office?In this agreement, an Office means an office, factory orother similar place of work used to conduct business andwhich is not open to the public. Staff Rooms are rooms orareas within the office used by employees or workers,being rooms to which the public do not have access andfrom which members of the public would be unable to viewand/or hear the Channels. This agreement excludesFinancial Institutions (an institution who invests infinancial assets or who provides financial advice/servicesand which is not open to the public). Sky shall have solediscretion in determining whether any premises falls withinthe definition of “Office”.

2. Is this the right Agreement for my business?If your Premises is an Office (as defined in Question 1previously) in the UK, Isle of Man or Channel Islands andyou wish to exhibit Sky in Staff Rooms in your OfficePremises then this is the right agreement for you. If not,then you can obtain the correct Agreement by calling08448 244 244. Under this Agreement, your Premisesmust be in the United Kingdom of Great Britain, includingNorthern Ireland, Channel Islands and Isle of Man (the“Territory”, as defined in the Terms and ConditionsBooklet). The Viewing Cards which you will be sent are authorised foruse only within the Territory. Use of the Viewing Cardsoutside of the Territory is strictly prohibited.

OFFICES SMATV AGREEMENTS only

1. What is a SMATV system?SMATV is an abbreviation of Satellite Master AntennaTelevision. SMATV is a single card, single channel systemwhich allows you to distribute different channels at thesame time on different screens throughout your premises.A common SMATV installation includes a satellite dish(linked to a “head end” system) with cabling to eachtelevision point. For example, hotels use our Hotel RoomsSMATV agreement to offer each of their guests a choice ofchannels in their hotel bedrooms.

2. What is a Point?In this agreement “Point” means a television set or screenat the Premises, connected to a SMATV System, on whichthe Channels can be seen and/or heard. You mustdistribute the Service to 2 or more Points.

3. How should I get the equipment and arrangeinstallation?To receive Sky digital you will need the appropriate digitalsatellite reception equipment. You are responsible forobtaining the digital satellite equipment needed. This willnormally include one sky box for each channel you wish to

distribute in your Premises plus the equipment needed todistribute the channels you select to the various Pointswithin your Premises. If you would like some advice oninstallation or the contact details of Authorised Sky Agentswho deal with the installation of SMATV systems, pleasecall us on 08448 244 244.

4. Is there a minimum charge?There is a minimum charge of £193 ex VAT per month. SeeCondition 7.12 of the Terms and Conditions Booklet formore details of this minimum charge.

OFFICES IPTV AGREEMENTS only

1. What is IPTV?IPTV is an abbreviation of Internet Protocol Television.Internet Protocol is the method by which computerscommunicate with each other and is used in internet andemail communication. Provided that certain conditions aremet, it is possible to use Internet Protocol to watchtelevision programming on your computer.

2. How does an IPTV SMATV system work?An IPTV SMATV System uses a single card, single channelsatellite system to receive programming and then uses IPto distribute the programming to various Points on yourPremises. It allows you to deliver channels to computermonitors on a closed computer network throughout yourPremises only (and not outside of your Premises), using aLocal Area Network (LAN) as defined in the Terms andConditions Booklet.To do this, you will need:- Installed Sky minidish, LNB and one Sky box for each of

the Channels you wish to distribute- Encoding Equipment to transfer an output from a Sky

box into an IP signal- Sufficient capacity on your LAN to stream the

programming Service to computers at an acceptablequality

- Computers with monitors linked via your LAN at whichthe Service will be viewed (each such computer is a singlePoint)

- A Media Player to play out the Service on each computermonitor or screen.

- Your staff will then be able to watch the Service on theircomputer monitor or screen.

3. What is a User?In this agreement, a “User” means one of your employeesor workers located at the Premises whom you havenominated as one of the recipients of the Service, thenumber of which is available for audit by Sky. The numberof Users must be equivalent to the number of Points. Forthe avoidance of doubt, this Agreement does not permit a

User to view the Service at any location that is outside ofthe Premises, for example by obtaining remote, dial-up oroffsite access to your LAN (including but not limited toaccess to your LAN obtained at their private residentialhome, at a hotel, or any other location).

4. What is a Point?In this agreement “Point” means a computer with a monitoror screen at the Premises, connected to an IPTV SMATVSystem, on which the Channels can be seen and/or heardwhen a “User” is logged onto the LAN. You must distributethe Service to 2 or more Points.

5. How should I get the equipment and arrangeinstallation?To receive Sky digital you will need the appropriateequipment outlined in question 2. You are responsible forobtaining all equipment needed. This will normally includeone Sky box for each channel you wish to distribute in yourPremises, one encoder plus the equipment needed todistribute the channels you select to the various Pointswithin your Premises. If you would like some advice oninstallation or the contact details of Authorised Sky Agentswho deal with the installation of IPTV SMATV systems,please us on 08448 244 244.

6. How do I set up my network to get acceptable viewingquality for programming on computer monitors?The following key factors will determine the quality of theService on a computer:- The size of the programming image on your computer.

You will be able to adapt the size of the media playersoftware to alter the proportion of the computermonitor given over to the programming. The bigger theproportion, the worse the quality.

- The LAN capacity. Streaming uses capacity on yournetwork. The bigger your network and the less you useyour network for other applications (VOIP, e-mail,internet) the better the quality of the image.

- The type of programming. For example, sport and highanimation programming require more network capacity.

- The codecs you select to encode the programming andthe bit rate at which you encode them. The way youoperate your network, the codecs you select, the bit rate,the screen size you select, and the quality of theprogramming you provide to the end users at each Pointare your responsibility. Sky is not responsible for thequality of the image on your computer(s) nor is Skyresponsible for the operation of your network.

7. Is there a minimum charge?There is a minimum charge of £193 ex VAT per month. SeeCondition 7.12 of the Terms and Conditions Booklet formore details of this minimum charge.

Important InformationOffices (DTH, SMATV & IPTV) UK Agreements

SB/PP/OFFUK/0616

Read the information:

> Package & Pricing Flyer > Terms & Conditions

Then call us on 08448 244 244 and we can sign you up over the phone or we can send outone of our Field Representatives to help you find the most suitable option for your businessCalls to Sky cost 7p per minute plus your provider’s access charge.

We’ll then arrange your installation and keep you informed every step of the way until youare showing Sky in your office

Joining Sky is simple

Please read carefully the following important terms of these Offices UK DTH, SMATV and IPTV Agreements. The restrictions and information set outbelow form part of the Agreement between you and Sky.

Important InformationOffices DTH UK Agreement

SB/PP/OFFUK/0616

COMPLETING YOUR CONTRACT FORM

1. Please complete all required details using BLOCK CAPITALS and blue or black ink.

2. Remember to sign the Contract Form and relevant Payment Instruction.

3. Return your completed forms, together with any requested information, to:

Sky BusinessPO Box 1805, Livingston, West Lothian, EH54 0BR

4. If you have any questions please call us on 08448 244 244. (Calls to Sky cost 7p per minute plus your provider’s access charge.)

5. Before you activate your Sky Viewing Card(s) please read carefully the full TV subscriptionterms and conditions and, if applicable, the terms of any third party agreement e.g. forRacing UK or BoxNation. When you or a third party activates your Sky Viewing Card(s) it isdeemed your acceptance of all terms and conditions that apply to you.

6. Please read carefully the full WiFi terms and conditions that apply to you. When you or athird party accepts installation at your Premises, you are accepting these terms.

Your ContractSky TV and WiFi

Sky Box (DTH) UKThis contract provides a package of channels to be shown using one Sky Box

08448 244 244sky.com/business

SB/CF/DTHUK/0616M019 MAWW

1a. DETAILS OF THE CUSTOMER

Type of Entity Individual or Sole Trader n Partnership n Legal Entity (please state below)

Limited Company n Incorporated Association n nnnnnnnnnnnnnnPublic Limited Company n Registered Charity n

Name of Individual/Sole Trader OR name of person authorised to complete/sign this Agreement on Entity’s behalf – please completeTitle Forename Surname Date of Birth

nnnn nnnnnnnnnnnn nnnnnnnnnnnnnnnnnn nn/nn/nnnnName of Company/Business Entitynnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn Company Registered No. (if applicable) nnnnnnnnnnnn

1b. ADDRESS OF THE PREMISES WHERE SERVICE IS TO BE RECEIVED

Premises Name nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnContact at Premises nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnAddress nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn

nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnPostcode nnnnnnn Telephone (with STD code) nnnnnnnnnnnnnnnFax (with STD code) nnnnnnnnnnnnnnn Mobile Number nnnnnnnnnnnnnnnEmail nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn


nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnPostcode nnnnnnn Telephone (with STD code) nnnnnnnnnnnnnnnFax (with STD code) nnnnnnnnnnnnnnn

2c. APPLIES TO BETTING PREMISES AND HOLIDAY PARKS IN MAINLAND UK, AND GOLF CLUBS IN MAINLAND UK AND NORTHERN IRELAND ONLY

Please state Rateable Value for Premises nnnnnnnRateable value is not your business rates bill but represents the open market annual rental value of a business/non-domestic property. Please remember to enclose a copy of your current non-domestic

Rateable Value documentation when you return this contract.

2a. WHERE IS THE PREMISES LOCATED? Tick one box only

GO TO SECTION 3b

2b. WHAT IS YOUR SUBSCRIPTION TYPE? (as stated in the Sky Package and Pricing Flyer.) Tick one box only. We require a separate Contract Form to be completed for each type of subscription. Please contact us if you require further Contract Forms for multiple subscription types.

n Mainland UK n Channel Islands, Isle of Man n Northern Ireland

1c. BILLING ADDRESS (if different from address above)

2. DETAILS OF YOUR SKY SUBSCRIPTION TYPE

Please complete in BLOCK capitals (using black/blue ink)

CONTRACT FORM

SB/CF/DTHUK/0616

Your Sky TV Contract

n Golf Club

n Bowling Alley

n Betting Premises

n Casino

n Gym: Opt.1 n Opt.2 n No. of AV equipment nnn How many members? nnnnn Holiday Park

n General (please specify business type)

n Offices

n Retail

n MOD LIA

GO TO SECTION 2c (IF APPLICABLE)THEN TO SECTION 3a


CONTRACT FORM

SB/CF/DTHUK/0616

3a. YOUR CHANNEL PACKAGE

n Sky Ultimate

3b. CHOOSE YOUR CHANNEL PACKAGE

n Sky Ultimate n Business Entertainment*

n Sky Base n Business Value*

n HD Pack (no additional charge)

n Sky Cinema Pack#

n Sky Asia Pack (Casinos only)

n BoxNation^•

CHOOSE YOUR ADDITIONAL PRODUCTS

3. PICK YOUR PACKAGE You will pay subscription payments. Please call 08448 244 244 for full details

4. PICK YOUR EQUIPMENT You will pay equipment costs. Please call 08448 244 244 for full details

Please specify the number of Sky boxes you require

SkyHD boxes nnIn order to receive HD Channels you must take the HD Pack from the Additional Products option above.

Your WiFi Contract6. WiFi SUBSCRIPTION

Yes, I would like WiFi nWiFi for Holiday Park, Golf Clubs, Bowling and Gyms is only available in the Bar area. You must subscribe to a Sky TV contract to receive a free WiFi service, otherwise charges apply. WiFi availability is subject

to your Agreement type and Premises location. Set up costs apply. Sky will install a dedicated phone line, followed by WiFi equipment. This can take up to 6 weeks from your order being confirmed. Additional

WiFi Hotspots will incur additional charges. Please call for details.

5. INSTALLATION INFORMATION Please see the Installation Information section of the Sky Business Terms and Conditions Booklet before completing this form

Do you require Sky to complete the installation of your Sky equipment?

n Yes, I require Sky to complete the installation of my Sky equipment. n No, I will arrange installation of my Sky equipment.

n Racing Pack^• (At The Races & Racing UK)

n At The Races only^

n Racing UK only^• ��

��

n HD Pack (no additional charge)

n Sky Cinema Pack#

n BoxNation^•

n Racing Pack^• (At The Races & Racing UK)

n At The Races only^

n Racing UK only^• ��

��

CHOOSE YOUR ADDITIONAL PRODUCTS

* Only available to customers taking a Retail UK DTH Agreement.† Only available to customers subscribing to Sky Ultimate.^ You may subscribe to this service without subscribing to Sky Ultimate, Sky Base, Business Entertainment or Business Value. Please call for details. Minimum term for BoxNation is 3 months. Minimum term

for Racing UK and At The Races bought on a stand alone basis is 12 months otherwise if bought with Sky TV you must give 90 days’ notice to cancel. At The Races, Racing UK and the Racing Pack are notavailable to Betting Premises UK.

# These channels are only available to General and MOD contract types and must not be shown in communal areas.

• Sky acts as a sales agent for Racing UK and BoxNation. Your contract for these services is with Racing UK Limited or Boxing Channel Media Limited respectively.

3c. ADD ADDITIONAL VIEWING CARDS TO WATCH MORE THAN ONE CHANNEL AT A TIME

How many? nnYou will pay Subscription Payments for the Service for every Viewing Card that you are provided with. Please contact Sky for current prices

and offers for additional Viewing Cards. Additional Sky boxes must be purchased at your cost for the additional Viewing Cards.

FOR SKY USE ONLY CAMPAIGN NAMEnnnnnnnnnnnASA NO nnnnn nnnn DEPT

PROMO CODE nnnn nnnn USER ID

CONTRACT No nnnnnnnnnnnn ISSUE DATE

EST TYPE nnn BAND DEF nnn SIZE

SB/CF/DTHUK/0616

Your agreement(s) for Sky equipment and services are made between us, Sky Subscribers Services Limited and you, the Customer named in Section 1. If you choose to take Racing UK or BoxNation your agree-ment for these services is with Racing UK Limited or Boxing Channel Media Limited as applicable and you will be bound by the applicable terms and conditions. You are authorised to receive these TV serv-ices via digital satellite equipment by means of Viewing Card(s) provided to you and you may exhibit the service in your Premises subject always to the terms of these agreements. Further, Sky agrees to pro-vide access to WiFi at your Premises. You confirm that you have read the provisions of these agreements and agree to be bound by and perform the same, including making the necessary payments underthem. Further, and without limitation, you accept the terms and conditions of any free equipment and/or installation offer made to you and if we are to provide installation services, the installation terms.

SIGNED by the customer (or, if not an individual, by an authorised signatory on its behalf)

PLEASE REMEMBER TO SIGN HERE

7. PLEASE SIGN THE SUBSCRIPTION AGREEMENT(S) and verify as correct the information you have stated in this document

Details of Authorised Signatory

PRINT NAME nnnnnnnnnnnnnnnnnPOSITION/TITLE nnnnnnnnnnnnnnnnnDATE nn/nn/nnnn7

Data Protection Act: By becoming a customer you agree that any member of the Sky UK group and any company which may succeed our businesses may use and share, within that group, the information you provide and other infor-mation we hold about you for account management and market research. If false or inaccurate information is provided and fraud is identified, details may be passed to fraud prevention agencies to prevent fraud and money laun-dering. Please see the Privacy Policy in the Terms and Conditions booklet for further details explaining how the information held by these agencies will be used. We may also share such information with credit reference agencies andother companies including for use in credit decisions and for debt recovery purposes.Unless you tell us otherwise, any member of the Sky UK group (and any company which may succeed our businesses) and our third party Business Partners, may use and share the information you provide for the marketing of Sky’sand third parties’ products and services including for a reasonable period of time after you cease to be a customer. This may include contacting you for marketing by post, telephone, email or SMS. If you wish to be excluded fromsuch uses you can contact us on 08448 244 244 or send an email to [email protected]

Complete your Contract


CONTRACT FORM

M 0 1 9 M A W W

Instruction to your bank or building society to pay Direct Debits.Please fill in this form in blue or black ink using block capitals.

Name and full postal address of your Bank or Building Society branch

To: The Manager

nnnnnnnnnnnnnnnnnnnnnnnnnnnnAddress:

nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn Postcodennnn nnnName(s) of account holder(s)

nnnnnnnnnnnnnnnnnnnnnnnnnnnnBank or Building Society account number

nnnnnnnnnBranch sort code

nn -nn -nn(from the top right hand corner of your cheque)

Please retain for your records if you have completed the Direct Debit instruction above

The Direct Debit Guarantee• This Guarantee is offered by all Banks and Building Societies that take part in the Direct Debit Scheme. The efficiency and security of the

Scheme is monitored and protected by your own Bank or Building Society.

• If the amounts to be paid or the payment dates change, Sky Subscribers Services Limited will notify you 10 working days in advance of your

account being debited or as otherwise agreed.

• If an error is made by Sky Subscribers Services Limited or your Bank or Building Society, you are guaranteed a full and immediate refund

from your branch of the amount paid.

• You can cancel a Direct Debit at any time by writing to your Bank or Building Society. Please also send a copy of your letter to us.

For SSSL official use only

This is not part of the instruction to pay your Bank or Building Society

Banks and Building Societies may not accept Direct Debit Instructions for some types of account

Instruction to your Credit Card Company to accept charges against your Mastercard/Visa Credit Card. I authorise you, until further written notice, to charge my credit card account the subscription payments that I owe you (acting in your own capacity or on behalf of Racing UK Limitedor Boxing Channel Media Limited) together with any other payments due under a Sky Business DTH UK Agreement, WiFi Agreement, Racing UK Agreement, BoxNation Agreement orthat I otherwise agree may be payable in this way. I will advise you if my credit card is lost, stolen or if I close my credit card account or if I wish to cancel the authority.

Please complete this form in block capitals using black/blue ink.

Credit Card Number nnnnnnnnnnnnnnnnAccount

Holders Name nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn

Credit Card Expiry date nn / nnnn

Address nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn Postcodennnn nnn

Signature DateFor SSSL official use only

Originator's Identification Number

942761

Signature(s)

Date

Bank/Building Society

A DIRECT DEBIT PAYMENT INSTRUCTION

nnnnnnnnnnnnCustomer Reference number

nnnnnnnnnnnn

Customer Reference number

Instruction to your Bank or Building Society.Please pay Sky Subscribers Services Limited Direct Debits fromthe account detailed in this instruction subject to the safe-guards assured by the Direct Debit Guarantee. I understandthat this instruction may remain with Sky Subscribers ServicesLimited and, if so, details will be passed electronically to myBank/Building Society.

SB/CF/DTHUK/0616

7

7

B CREDIT CARD INSTRUCTION

PLEASE SIGN THIS INSTRUCTION


#

#

SB/CF/DTHUK/0616

Either A or B must be completed

PAYMENT INSTRUCTION UKPlease complete in BLOCK capitalsand return to Sky Business, PO Box 1805, Freepost SCO3501, Livingston, West Lothian EH54 0BR

COMPLETING YOUR CONTRACT FORM

1. Please complete all required details using BLOCK CAPITALS and blue or black ink.

2. Remember to sign the Contract Form and relevant Payment Instruction.

3. Return your completed forms, together with any requested information, to:

Sky BusinessPO Box 1805, FREEPOST SCO3501 Livingston, West Lothian, EH54 0BR

4. If you have any questions please call us on 08448 244 244. (Calls to Sky cost 7p per minute plus your provider’s access charge.)

5. Before you activate your Sky Viewing Card(s) please read carefully the full TVsubscription terms and conditions and, if applicable, the terms of any third partyagreement e.g. for Racing UK or BoxNation. When you or a third party activatesyour Sky Viewing Card(s) it is deemed as your acceptance of all terms andconditions that apply to you.

Your Contract

SMATV UKThis contract enables you to distribute chosen channels to multiple Points, using a SMATV system

08448 244 244sky.com/business

SB/CF/SVUK/0616M019 MAWW

Type of Entity Individual or Sole Trader n Partnership n Legal Entity (please state below)

Limited Company n Incorporated Association n nnnnnnnnnnnnnnPublic Limited Company n Registered Charity n

Name of Individual/Sole Trader OR name of person authorised to complete/sign this Agreement on Entity’s behalf – please completeTitle Forename Surname Date of Birth

nnnn nnnnnnnnnnnn nnnnnnnnnnnnnnnnnn nn/nn/nnnnName of Company/Business Entitynnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn Company Registered No. (if applicable) nnnnnnnnnnnn

1a. DETAILS OF THE CUSTOMER

1b. ADDRESS OF THE PREMISES WHERE SERVICE IS TO BE RECEIVED


nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnPostcode nnnnnnn Telephone (with STD code) nnnnnnnnnnnnnnnFax (with STD code) nnnnnnnnnnnnnnn Mobile Number nnnnnnnnnnnnnnnEmail nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn


nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnPostcode nnnnnnn Telephone (with STD code) nnnnnnnnnnnnnnnFax (with STD code) nnnnnnnnnnnnnnn

2a. WHAT IS YOUR SUBSCRIPTION TYPE? Tick one box only 2b. NUMBER OF POINTS AT PREMISES DETAILED IN 1b. ABOVE(See the Standard Conditions in the Sky Business Terms & Conditions Booklet to confirm what constitutes a “Point”.)

Office SMATV n ‘

General SMATV n ‘

Retail SMATV n ‘

Office SMATV IPTV n ‘

1c. BILLING ADDRESS (if different from address above)

2. SUBSCRIPTION TYPE


CONTRACT FORM

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Points nnnnnOr IPTV Points (in case of Office SMATV IPTV).

We require a separate Contract Form to be completed for each subscription. Please contact us if you require further Contract Forms for multiple subscription types.


CONTRACT FORM

3. YOUR CHANNEL CHOICEn Please complete this section to indicate the channels you wish your Points to receive. Please refer to our Standard Conditions to confirm what constitutes a “Point”.

n Tick the box in the column for your subscription type.

n Channels that are marked nn for your subscription type are not available for selection.

Sky NewsSky Sports News HQ†

Sky 1Sky 2Sky Atlantic†*Sky Arts*Sky Asia Pack (SET, Sony Max, B4U, Zee TV, Zee Cinema, Zee Punjabi and ARY Digital)•

Animal PlanetBaby TVBoomerangCartoon NetworkCartoonitoCN+1Comedy Central Comedy Central ExtraciDiscovery Channel Discovery History Discovery Home & HealthDiscovery ScienceDiscovery TurboDisney ChannelDisney JuniorDisney XDDMAXFOX NewsGOLD*History ChannelH2LifetimeMovies 24MTVMTV BaseMTV ClassicMTV DanceMTV HitsMTV LiveMTV Music^MTV RocksNat Geo WildNational Geographic ChannelNickelodeonNick JrNick Jr 2Nick Toons PBS AmericaSTAR Gold*STAR Plus†*SyFyTLCUniversalVH1Watch*

†Premium channel rates may apply.

OfficeIPTVSMATV

RetailSMATV

GeneralSMATV

OfficeSMATVChannel

SKY ENTERTAINMENT CHANNELS

Channel

OfficeIPTVSMATV

RetailSMATV

GeneralSMATV

OfficeSMATV

Sky Sports 1 only

Sky Sports 2 only

Both Sky Sports 1 and Sky Sports 2

SKY SPORTS PREMIUM CHANNELS

BONUS AND ADDITIONAL CHANNELS

Sky Cinema Pack 1 only*(includes Comedy, Family, Drama & Romance, Greats and Select)

Sky Cinema Pack 2 only*(includes Comedy, Action & Adventure, Crime & Thriller, Sci-FI & Horror and Select)

Both Sky Cinema Packs 1 and 2*

SKY CINEMA PREMIUM CHANNELS

At The Races

Racing UK#

Both At The Races and Racing UK#

British Eurosport

British Eurosport 2

Chelsea TV

Liverpool TV

MUTV

# Sky acts as a sales agent for Racing UK. Your contract for this service is with Racing UK Limited.

OTHER SPORTS PREMIUM CHANNELS

Sky Cinema Premiere*

Sky Cinema Showcase*

Sky Cinema Disney*

The Bonus Channels above are free when you subscribe to both Sky Cinema 1 and Sky Cinema 2.

BONUS CHANNELS

All minimum charges are ex VAT per month. There is a minimum charge of £154 for Retail SMATV. There isa minimum charge of £193 for Office SMATV & Office IPTV, and £194 for General SMATV. See the StandardConditions of your subscription agreement for more details of this minimum charge.

RESTRICTIONS* These channels must not be exhibited in any communal areas of the Premises. For clarification “communalareas” includes open plan offices, staff common rooms, television lounges, bars, lobbies, restaurants,gyms, leisure clubs and cinema lounges.

• If you select the Sky Asia Pack, Zee TV must be taken as a mandatory channel.

^ MTV Music can only be provided in Public Premises when taken with MTV.

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Sky Sports 3

Sky Sports 4

Sky Sports 5

Sky Sports F1

Sky Sports MixThe Bonus Channels above are free when you subscribe to Sky Sports 1, Sky Sports 2 or both.


CONTRACT FORM

FOR SKY USE ONLY CAMPAIGN NAME nnnnnnnnnnnASA NO nnnnn nnnn DEPT

PROMO CODE nnnn nnnn USER ID

CONTRACT No nnnnnnnnnnnn ISSUE DATE

EST TYPE nnn BAND DEF nnn SIZE SB/CF/SVUK/0616

Your agreement(s) for Sky equipment and services are made between us, Sky Subscribers Services Limited and you, the Customer named in Section 1. If you choose to take Racing UK or BoxNation youragreement for these services is with Racing UK Limited or Boxing Channel Media Limited as applicable and you will be bound by the applicable terms and conditions. You are authorised to receive these TVservices via digital satellite equipment by means of Viewing Card(s) provided to you and you may exhibit the service in your Premises subject always to the terms of these agreements. You confirm that youhave read the provisions of these agreements and agree to be bound by and perform the same, including making the necessary payments under them. Further, and without limitation, you accept the termsand conditions of any free equipment and/or installation offer made to you and if we are to provide installation services, the installation terms.

SIGNED by the customer (or, if not an individual, by an authorised signatory on its behalf)

PLEASE REMEMBER TO SIGN HERE

4. PLEASE SIGN THIS SUBSCRIPTION AGREEMENT and verify as correct the information you have stated in this document

Data Protection Act: By becoming a customer you agree that any member of the Sky UK group and any company which may succeed our businesses may use and share, within that group, the information you provide and otherinformation we hold about you for account management and market research. If false or inaccurate information is provided and fraud is identified, details may be passed to fraud prevention agencies to prevent fraud and moneylaundering. Please see the Privacy Policy in the Terms and Conditions booklet for further details explaining how the information held by these agencies will be used. We may also share such information with credit reference agenciesand other companies including for use in credit decisions and for debt recovery purposes.Unless you tell us otherwise, any member of the Sky UK group (and any company which may succeed our businesses) and our third party Business Partners, may use and share the information you provide for the marketing of Sky’sand third parties’ products and services including for a reasonable period of time after you cease to be a customer. This may include contacting you for marketing by post, telephone, email or SMS. If you wish to be excluded fromsuch uses you can contact us on 08448 244 244 or send an email to [email protected]

Details of Authorised Signatory

PRINT NAME nnnnnnnnnnnnnnnnnPOSITION/TITLE nnnnnnnnnnnnnnnnnDATE nn/nn/nnnn

7

M 0 1 9 M A W W

Please complete in BLOCK capitalsand return to Sky Business, PO Box 1805, Freepost SCO3501, Livingston, West Lothian EH54 0BR

Instruction to your bank or building society to pay Direct Debits.Please fill in this form in blue or black ink using block capitals.

Name and full postal address of your Bank or Building Society branch

To: The Manager

nnnnnnnnnnnnnnnnnnnnnnnnnnnnAddress:

nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn Postcodennnn nnnName(s) of account holder(s)

nnnnnnnnnnnnnnnnnnnnnnnnnnnnBank or Building Society account number

nnnnnnnnnBranch sort code

nn -nn -nn(from the top right hand corner of your cheque)

Please retain for your records if you have completed the Direct Debit instruction above

The Direct Debit Guarantee• This Guarantee is offered by all Banks and Building Societies that take part in the Direct Debit Scheme. The efficiency and security of the

Scheme is monitored and protected by your own Bank or Building Society.

• If the amounts to be paid or the payment dates change, Sky Subscribers Services Limited will notify you 10 working days in advance of your

account being debited or as otherwise agreed.

• If an error is made by Sky Subscribers Services Limited or your Bank or Building Society, you are guaranteed a full and immediate refund

from your branch of the amount paid.

• You can cancel a Direct Debit at any time by writing to your Bank or Building Society. Please also send a copy of your letter to us.

For SSSL official use only

This is not part of the instruction to pay your Bank or Building Society

Banks and Building Societies may not accept Direct Debit Instructions for some types of account

Instruction to your Credit Card Company to accept charges against your Mastercard/Visa Credit Card. I authorise you, until further written notice, to charge my credit card account the subscription payments that I owe you (acting in your own capacity or on behalf of Racing UK Limitedor Boxing Channel Media Limited) together with any other payments due under a Sky Business SMATV UK Agreement, Racing UK Agreement, BoxNation Agreement or that I otherwiseagree may be payable in this way. I will advise you if my credit card is lost, stolen or if I close my credit card account or if I wish to cancel the authority.

Please complete this form in block capitals using black/blue ink.

Credit Card Number nnnnnnnnnnnnnnnnAccount

Holders Name nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn

Credit Card Expiry date nn / nnnn

Address nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn Postcodennnn nnn

Signature DateFor SSSL official use only

Originator's Identification Number

942761

Signature(s)

Date

Bank/Building Society

Either A or B must be completed

A DIRECT DEBIT PAYMENT INSTRUCTION



Instruction to your Bank or Building Society.Please pay Sky Subscribers Services Limited Direct Debits fromthe account detailed in this instruction subject to thesafeguards assured by the Direct Debit Guarantee. Iunderstand that this instruction may remain with SkySubscribers Services Limited and, if so, details will be passedelectronically to my Bank/Building Society.

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7

7

B CREDIT CARD INSTRUCTION



PAYMENT INSTRUCTION UK

#

#

nnnnnnnnnnnn

nnnnnnnnnnnn

IMPORTANT INFORMATION

The information contained within the relevant Sky Package and Pricing Flyer,your Contract Form and these Terms & Conditions together comprise yoursubscription Agreement with Sky. Please read all relevant terms andconditions carefully. When you or a third party:

� allow installation of Sky Satellite Equipment at the Premises tocommence you are accepting the terms and conditions that relateto its supply and installation.

� activate your Sky Viewing Card(s) it is deemed your acceptance ofall terms and conditions that apply to you.

Terms & Conditionsof your Sky Subscription Agreement

08448 244 244* UK

0818 719 888 ROI

sky.com/business

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*Calls to Sky cost 7p per minute plus your provider’s access charge.

3TERMS & CONDIT IONS OF YOUR SKY SUBSCRIPTION AGREEMENTS

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Standard Terms And Conditions of your Sky Subscription Agreement1. Agency and StatusIn this Agreement Sky Subscribers Services Limited ("SSSL") is acting as principal for itself and as agent for Sky UK Ltd. All referencesto "Sky", "we" or "us" in this Agreement shall, unless the context otherwise requires, mean Sky. All references to SSSL shall mean SSSLacting as principal. All references to "you" shall mean the Customer.

2. DefinitionsIn these Conditions:Additional Services: the provision of additional programming and other services (including the On Demand Service (if authorised andavailable)), which may include advertising;

Add-On HD Channel: any Sky HD Channel which Sky supplies or retails and which you may choose to add to your Sky HD Service foran additional charge;

Add-On Premium Channel: a channel which, if offered to you, you may choose to include for an additional charge in your Service, andthe charge may vary depending on the Option selected;

Agreement: together your Sky Package and Pricing flyer (or equivalent), your Contract Form and these terms and conditions;

Bundles: means the channel bundle packs offered to customers on a Hotel SMATV Agreement and payable on a per room basis. Additionalchannels not included as part of your Option or individually will be chargeable as set out in your Sky Package and Pricing flyer;

Cabins: means all cabins or other rooms (not being Communal Areas) in the Premises which can be used as bedrooms on the Premises(regardless of whether they contain a television set or screen), together with any offices or similar rooms used for business purposes(not being Communal Areas) in the premises which contain a television set or screen on which the Channels can be seen and/or heardpursuant to this Agreement;

Channels: the channels we include in the Sky Entertainment Package (if any), Sky Base Pack (if any), Sky Ultimate Pack (if any), SkyUltimate Plus Pack (if any), Bundles (if any), the Premium Channels (if any), Sky HD Channels or any other pack made available by usfrom time to time, and (if any) any bonus or other free channels or Add-On Premium Channels or Add On HD Channels we may offeryou under this Agreement;

Communal Area(s): means a public or common room, area or place within the Premises (including without limitation bars, restaurants,television lounges and cinema lounges) containing any means whereby the Service can be seen or heard;

Contract Form: the form which sets out your details and your chosen Option. This will either be signed by you or sent to you with yourwelcome letter if you join Sky over the phone or online;

Customer: the person, company or business entity set out as such in the Contract Form of the Agreement. If you are an individual youmust be 18 or over to enter into this Agreement;

Encoding Equipment: Equipment procured by the Customer, for which Sky has no responsibility whatsoever, which converts the outputfrom a Sky Box into an IP signal suitable for distribution over the LAN at the Premises;

Extra Capacity: any hard disc storage capacity which is in excess of the personal storage capacity stated on the Sky+ Box or Sky+HD Box;

Golf Club: an organisation (municipal or private) which includes in its premises or grounds a golf course and clubhouse for the use ofits members or by the general public;

HD Ready: a product bearing the HD Ready label that has an HDMI input. For full technical requirements of the HD Ready label pleaserefer to page 26;

Hotel: means a hotel, motel, guest house, boarding house and any establishment similar to any of the foregoing where the primarypurpose of the establishment is to operate as a hotel offering bedroom accommodation for paying guests (excluding ResidentialLettings and Serviced Apartments);

Hotel Bar Agreements: means as specified in your relevant Contract Form, either the Hotel Bar Agreement taken with the Sky In Roomservice or the Hotel Bar Only UK Agreement;

Hotel Premises: means the Hotel details of which are set out in the Contract Form of the Agreement;

IP: Internet Protocol: the language protocol by which computers communicate with each other;

IPTV Channels: the digital channels and services, which Sky make available to you from time to time under this Agreement via IPTVSMATV System;

IPTV Point: means a computer with a monitor or screen at the Premises, connected to an IPTV SMATV System, on which the Channelscan be seen and/or heard when a “User” is logged onto the LAN;

IPTV SMATV System: a telecommunications system consisting of a single head end and Encoding Equipment serving only the Premises,

2 TERMS & CONDIT IONS OF YOUR SKY SUBSCRIPTION AGREEMENTS

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ContentsAbout this booklet 2

Standard Terms and Conditions of your Sky subscription agreement 3

Sky Satellite Equipment Terms and Conditions 20

Free or discounted Sky Satellite Equipment offer Terms and Conditions 21

Terms and Conditions of Standard Installation 21

RV Pricing Policy 23

Privacy Policy for Sky Subscription 25

Sky Box Office Standard Terms and Conditions for Sky Business subscribers 26

About this bookletThis booklet contains the Standard terms and conditions of your Sky Business subscription agreement. Sky has sole discretionas to which subscription agreement applies to your Premises. Some of the terms apply only to certain types of Sky Businesssubscription agreements as indicated. In addition, you will find the following terms which may apply to you depending onyour subscription type:

� Free or discounted Sky Satellite Equipment Offer terms and conditions apply if you are taking up a freeor discounted Sky Satellite Equipment offer. Any such offer will be made separately.

� Standard Installation terms and conditions apply to you if you ask Sky to arrange the installation of yourequipment.

� Sky Box Office standard terms and conditions apply to all Sky Business subscribers.

4 5TERMS & CONDIT IONS OF YOUR SKY SUBSCRIPTION AGREEMENTS TERMS & CONDIT IONS OF YOUR SKY SUBSCRIPTION AGREEMENTS

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re-distributing television programme services to two or more IPTV Points within such Premises using Internet Protocol (“IP”) over asecure and Local Area Network (“LAN”);

LAN: Local Area Network. Local Area Network is a network of client computers, and management server(s) on the Premises whichoperate in a closed, secure IT environment where each computer uses Network Address Translation to describe each computer withan IP address which are not visible to computer and other computing equipment outside the LAN;

LNB: low noise block;

Media Player: Media Player is a software programme which allows a computer to consume and play out audio-visual programmingwhich has been distributed in a digital form;

Minidish: the dish enabling reception of digital satellite broadcasts;

Minimum Term: 12 months from the date this Agreement first commences unless varied by the relevant Sky Package and Pricing Flyeror the terms and conditions of any promotional offer made to you;

Offshore Installation or Ship: means oil rigs, stabilised accommodation units (“Floatels”), other offshore installations, HMS ships, MODvessels, fishing boats, supply boats, yachts and RFA vessels within the Territory. They do not apply to ferries or cruise liners or anyother type of premises;

Offshore Point(s): means all Cabins and Communal Areas, save that where a Cabin or Communal Area has more than one Sky Box init then such Cabin or Communal Area shall be charged on a per Sky Box basis. For example where a Cabin has two Sky Boxes, it shallcount as 2 Offshore Points;

On Demand Service: the on demand services currently known as Catch Up, Box Sets and On Demand;

Option: any of the channel package options offered with your subscription (if any) e.g. Sky Base Pack (if any), Sky Ultimate Pack (if any),Sky Ultimate Plus Pack (if any), the Premium Channels (if any), the HD Pack (if any) and (if any) any bonus or other free channels orAdd-On Premium Channels or Add-On HD Channels we may offer you under this Agreement, or the Channels you select from a menuof channels or bundles offered (if any) under a SMATV agreement (which may or may not be available to your Premises) whichcomprise your Option and/or any other channel package option we may offer to you;

Point: means either (i) a television set or screen (excluding any computer with a monitor or screen) at the Premises connected to aSMATV system on which the Channels can be seen and/or heard, or (ii) in the case of the Offshore Installation and Ships Agreementor Sky for Yachts Agreement, an Offshore Point;

PPV: pay per view, also known as Sky Box Office;

Premium Channels: the channels listed in the channel package information section as Premium Channels and/or any other channelSky may offer to you as a Premium Channel (but this does not include any Add-On Premium Channels or Add-On HD Channels).Availability of Premium Channels will depend on the type of Sky Business Agreement you are offered;

Premises: the details of which you have provided to us in the Contract Form of the Agreement;

PVR functionality: personal video recorder functionality;

Residential Lettings: means Premises where the primary purpose is to provide residential lettings intended to generate rental income(excluding Serviced Apartments);

Rooms: means:

(i) bedrooms for guests or staff in the Hotel Premises; and

(ii) offices or similar rooms used for business purposes and which contain a television set or screen on which the Channels canbe seen and/or heard pursuant to this Agreement, such rooms not being accessible to the public;

RV Pricing Policy: the pricing structure applied by Sky to certain sectors of customers including Pubs and Clubs in the UK and NorthernIreland, betting premises, golf clubs and holiday parks in the UK and any other customer type which has its Subscription Paymentbased on its government non-domestic rating system;

Service: the Options that you receive under this Agreement and, if any are offered, any Add-On Premium Channels (or Add-On HDChannels, if applicable) that you choose to receive and also includes the Sky HD Service and/or the Sky+ Service if these are madeavailable to you and chosen to be received by you;

Serviced Apartment: means any establishment offering furnished apartments (which may consist of a number of rooms) available forbusiness and leisure travel, which provides amenities, housekeeping and a range of services for guests where taxes and utilities areincluded within the rental price (excluding Hotels and Residential Lettings);

SHS: Sky In-Home Service Limited;

Sky Base Pack: a pack of basic channels we may offer from time to time (currently known as Sky Base). This does not include any bonusor other free channels or any Add-On Premium Channels, Add-On HD Channels. Availability of the Sky Base Pack will depend on thetype of Sky Business Agreement you are offered;

Sky Box: an authorised digital satellite decoder capable of using a conditional access (encryption) system chosen by Sky, including a

SkyHD Box or Sky+HD Box as appropriate;

Sky+ Box: an authorised digital satellite decoder which is capable of using a conditional access (encryption) system chosen by Sky andwhich, when enabled for the Sky+ Service is equipped to provide PVR functionality.

Sky+HD Box: an authorised digital satellite decoder which is capable of using a conditional access (encryption) system chosen by Skyand which, when enabled for the Sky HD Service, is equipped to receive Sky HD Channels, and when enabled for the Sky+ Service isequipped to provide PVR functionality.

SkyHD Box: an authorised digital satellite decoder which is capable of using a conditional access (encryption) system chosen by Skyand which, when enabled for the Sky HD service, is equipped to receive Sky HD Channels;

Sky HD Channels: any HD channels that Sky supplies and/or retails and makes available to you under the Sky HD Service;

Sky+HD Satellite Equipment: the Sky+HD Box, HD remote control and any other equipment SHS supply for use with the Sky+HD Box(e.g. Minidish and cabling up to 1 metre of single length of HDMI to HDMI cable);

Sky HD Service: the Sky HD Channels (also known as the HD Pack) that you are eligible to receive based on the underlying option thatyou subscribe to, together with any Add-On HD Channels chosen by you;

Sky Entertainment Package: the package of basic digital channels and services which Sky may or may not offer to you from time totime under this Agreement. This does not include the Premium Channels or any bonus or other free channels or any Add-On PremiumChannels or Add-On HD Channels. Availability of a Sky Entertainment Package will depend on the type of Sky Business Agreement youare offered;

Sky In-Room Service: a service provided by Sky whereby Customers will have the right to receive the applicable Service via a Sky Boxin each Room or Cabin (as applicable);

Sky Licence (applies only to Premises that are licensed to sell alcohol and that are situated in the United Kingdom and Republic ofIreland): the licence you will be sent to display in your Premises which will show your entitlement to receive the Service;

Sky Satellite Equipment: either the Sky Standard Satellite Equipment and/or Sky+HD Satellite Equipment as applicable;

Sky+ Service: the enablement and provision of PVR functionality to your Sky+HD Box;

Sky Standard Satellite Equipment: comprises of a SkyHD Box, a minidish, a LNB, a relevant Sky remote and an HDMI cable;

Sky Subscription Agreement: the commercial subscription agreement you entered into that enables you to receive the applicableService at the Premises;

Sky Ultimate Pack: all the channels included in Sky Base Pack (if applicable) and certain Channels (including Premium Channels), bonusor other free channels but does not include any Add-On Premium Channels or Add-On HD Channels. Availability of a Sky Ultimate Packand the channels offered will depend on the type of Sky Business Agreement you are offered;

Sky Ultimate Plus Pack: all the channels included in Sky Ultimate Pack and certain Premium Channels, bonus or other free channelsbut does not include any Add-On Premium Channels or Add-On HD Channels. Availability of a Sky Ultimate Plus Pack and the channelsoffered will depend on the type of Sky Business Agreement you are offered;

SMATV System: A telecommunications system consisting of a single satellite head end and serving only the Premises; retransmittingtelevision programme services to two or more Points, Rooms or Offshore Points (as applicable) within such Premises using adistribution system;

Staff Rooms: rooms or areas within the Premises used by employees or workers, being rooms to which the public do not have accessand from which members of the public would be unable to view and/or hear the Channels;

Streaming: The linear distribution of programming over IP to Users for display on a computer device on a network;

Term: the period during which this Agreement continues;

Territory: United Kingdom of Great Britain including Northern Ireland, Channel Islands, Isle of Man or, where applicable, Republic ofIreland (including the surrounding territorial waters and licensed oil rigs in each case);

User: means an employee or worker located at the Premises whom the Customer has nominated and enabled as one of the eligiblerecipients of the Service;

Viewing Card: the card(s), which when used with a Sky Box or Sky Boxes, will allow you to receive the Service.

3. Term

3.1 This Agreement shall begin on the date on which you are first authorised by Sky to receive the Service and shall continue, as aminimum, for the Minimum Term subject to Condition 17. This Agreement shall continue after the Minimum Term until eitherparty ends it in accordance with its terms.

3.2 Conditions 8, 9 and 12 shall continue to apply to you after the date on which this Agreement ends if you do not return yourViewing Card (or all of them, if more than one) to SSSL or if SSSL does not make them all invalid (save that SSSL shall have no


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obligation to provide new or replacement Viewing Cards to you after the Term).

3.3 For the avoidance of doubt for each new Agreement you enter into, a new Minimum Term shall apply in respect of thatAgreement regardless of whether an existing or new contract/account number is allocated to you.

4. Rights

APPLIES TO SUBSCRIBERS TO DTH AGREEMENTS ONLY

4.1 This Agreement gives you the right during the Term to receive the Service applicable to you at the Premises via digital satelliteequipment using Viewing Card(s) provided to you under this Agreement and to exhibit the Services only within the Premises aspermitted by this Agreement and only on television sets or screens. Nothing in this Agreement shall give you the right todistribute, exhibit or otherwise show any of the Channels in the Service otherwise (including but not limited to via a computerterminal or similar equipment) or in any other area of the Premises. You will notify us in respect of how many televisions arelinked to a Sky Box if requested by Sky. You will observe all restrictions on distribution or exhibition of any aspect of the Serviceor Additional Services that are set out in this Agreement or otherwise notified to you by Sky from time to time. This includes(but is not limited to) restrictions on the viewing of Channels or particular programmes or content by the public and includes(but not limited to) restrictions on the use of the PVR functionality to record and play back Channels. Sky may at any time imposeor change restrictions on the viewing of any Channels or particular programmes or content including but not limited torestrictions on any recording, playing back or viewing in any areas of the Premises.

APPLIES TO SUBSCRIBERS TO SMATV AGREEMENTS (EXCLUDING HOTEL ROOMS AND OFFICE IPTV SMATV)ONLY

4.2 This Agreement gives you the right during the Term to receive the applicable Service at the Premises via digital satelliteequipment using Viewing Card(s) provided to you under this Agreement and simultaneously to retransmit the Service via aSMATV System to Points within the Premises for viewing of the Service. The Service may be viewed only on television sets orscreens. Nothing in this Agreement shall give you the right to distribute, exhibit or otherwise show any of the Channels in theService otherwise (including but not limited to via a computer terminal or similar equipment) or in any other area of thePremises.

APPLIES TO SUBSCRIBERS TO HOTEL ROOMS, HOTEL SKY IN-ROOM SERVICE AND HOTEL BARAGREEMENTS ONLY

4.3 This Agreement gives you the right during the Term to receive the applicable Service at the Hotel Premises via digital satelliteequipment using Viewing Card(s) provided to you under this Agreement and:

(a) simultaneously to retransmit the Rooms Service (as such term is defined in Condition 6.13) via a SMATV System only toRooms in the Hotel Premises for viewing only on television sets or screens; and

(b) if you are a Bar Customer to exhibit the Bar Service (as such term is defined in Condition 6.13) only within the Bar(s) andonly on television sets or screens; and

(c) if you are a Sky In-Room Service Customer to exhibit the Sky In-Room Service (as such term is defined in Condition 6.13)only within the Rooms and only on television sets or screens.

Nothing in this Agreement shall give you the right to distribute, exhibit or otherwise show any of the Channels in the Serviceotherwise (including but not limited to via a computer terminal or similar equipment) or in any other area of the Hotel Premises.

4.4 You will observe all restrictions on distribution or exhibition of any of the Channels in your Service that are set out in thisAgreement or otherwise notified to you by Sky from time to time. This includes (but is not limited to) restrictions on the viewingof Channels or particular programmes by the public or in any type of room or area of the Hotel Premises (which may include theBar(s) for Bar Customers) and includes (but not limited to) restrictions on the use of the PVR functionality to record and play backChannels. Sky may at any time impose or change restrictions on the viewing of any Channels or particular programmes includingbut not limited to restrictions on any recording, playing back or viewing in any areas of the Premises.

4.5 Subject to any restrictions on distribution or exhibition, you must distribute all of the Channels in your Rooms Service in full atall times to every Room in the Hotel Premises with the exception of those Rooms which have the Sky In-Room Service. If youcancel your Sky In-Room Service in any Room (e.g. from 10 Rooms to 9 Rooms) this must be replaced with a SMATV service forthat Room, i.e. all Rooms must have either SMATV Hotel Rooms Service or the Sky In-Room Service. For the avoidance of doubt,where any Channel in the Rooms Service has a number of multiplexes, the obligation to distribute all of the Channels in full appliesto each multiplex, save that you will only be required to distribute those multiplexes for which you have requested Viewing Cards.

APPLIES TO SUBSCRIBERS TO OFFICE IPTV SMATV AGREEMENT ONLY

4.6 This Agreement gives you the right during the Term to receive the applicable Service at the Premises via digital satelliteequipment using Viewing Card(s) provided to you under this Agreement and simultaneously to retransmit the Service via anIPTV SMATV System to IPTV Points within Staff Rooms ‘including on User desks’ for viewing of the Service. The Service may beviewed only on computer monitors or screens. Nothing in this Agreement shall give you the right to distribute, exhibit orotherwise show any of the Channels in the Service otherwise (including but not limited to, via a Plasma screen or other viewingequipment) or in any other area of the Premises.

4.7 (a) You will observe all restrictions on exhibition of any aspect of the Service or Additional Services that are set out in thisAgreement or otherwise notified to you by Sky from time to time. This includes (but is not limited to) restrictions on theviewing of Channels or particular programmes or content in any type of room or area of the Premises. Sky may at anytime impose or change restrictions on the viewing of any Channels or particular programmes or content including butnot limited to restrictions on any viewing by the public or in any areas of the Premises.

(b) If your chosen Option or Additional Services includes any of Sky’s Premium Cinema Channels or any of the SkyEntertainment Package Channels (or any other channels) that are identified as being for non-communal viewing only,you must not show or exhibit in any manner any of those Channels in any public areas of the Premises. You may onlyshow those Channels in non-communal areas at the Premises.

4.8 Nothing in this Agreement gives you the right to distribute the Service via a SMATV Agreement into areas of the Premises:

(a) that are licensed under the Licensing Act 2003 to operate as a public house, bar or club; or

(b) in which the main activity is the supply of alcohol and/or food to the general public; or

(c) in which members of the public can consume alcohol and/or food that has been supplied or sold on the Premises

4.9 Nothing in this Agreement gives you the right to receive or exhibit in the Premises or elsewhere any PPV services or anyprogrammes included in the Channels that are designated by Sky as PPV. If you are offered and wish to purchase any PPVprogrammes or events from Sky, each purchase will be on the relevant PPV service’s standard terms (available separately). Youauthorise Sky to charge any payment for such PPV programmes or events under your direct debit or credit card instruction (your“payment instruction”).

4.10 The distribution must be without interruption, time delay, addition, commercial or other insertion (including without insertionof any on-screen prompt or icon or audio insertion) or inclusion of supplementary material or content (including by insertingor overlaying any image or visual or audio material on to the Channels or on to the television screens at the same time as theChannels are present). Without prejudice, the Channels must also be exhibited in full (without reduction in size or overlaying)on the entirety of the television set or screen.

APPLIES TO SUBSCRIBERS TO OFFSHORE INSTALLATION AND SHIPS AGREEMENT, AND SKY FOR YACHTSAGREEMENT ONLY

4.11 Subject to any restrictions on the distribution or exhibition, you have the right to distribute the Channels (subject to any viewingrestrictions) in your Option to every Cabin and Communal Area within each Premises, on television screens only, withoutinterruption, time delay, addition, commercial or other insertion, and for the avoidance of doubt, without reduction in size orthe overlaying of any other material. Where any Channel in your Option has a number of “multiplexes” this provision will applyto each “multiplex”. You will not cause or permit the distribution or re-transmission of the Channels in your Option to any thirdparty nor will you cause or permit the distribution or re-transmission of the Channels in your Option other than within thePremises. You will, or will arrange to, install and maintain at your own cost and expense all equipment required to comply withthis condition.

4.12 The definition of Channels may also include the Channel “Sky News International” if chosen by you. Sky acknowledges that thePremises may leave the Territory and confirms that you will not be in breach of your Agreement with Sky provided that the onlyChannel that may be distributed or exhibited in the Premises, Cabins and Communal Areas, whist outside the Territory is SkyNews International, no other Channels may be distributed or exhibited in the Premises whist outside the Territory.

4.13 In respect of oil rigs, if you cancel the Sky In-Room Service (also referred to as “Box per Cabin”) in any Cabin this must bereplaced with a SMATV System (also referred to as “Multipoint Distribution”) for that Cabin, to ensure that the Service is availablein 100% of Cabins at all times.

4.14 You shall only select one channel Option across each of the Premises, irrespective of the distribution system in use.

4.15 Without Sky’s prior written agreement, you are not permitted to use the Service or Additional Services for any commercialpurpose or for financial gain other than as reasonably contemplated by the ordinary use of the Service or Additional Services in


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5.11 You warrant and represent that throughout the Term:

(a) that where the Hotel Premises has a SMATV System, the Service will be distributed at all times to two or more Roomswithin the Hotel Premises by such SMATV System, and where you have subscribed to the Sky In-Room Service the Servicewill be distributed to the number of Rooms for which you have subscribed to, therefore all Rooms must have eitherSMATV Hotel Rooms Service or the Sky In-Room Service. You shall confirm in writing, on request by Sky, the number ofRooms within your Hotel and you hereby agree to allow Sky or its authorised representative, on reasonable notice toyou, to access your Hotel Premises in order to audit the number of Rooms within your Hotel Premises and yourcompliance with Conditions 4.5, 5.11(a) and Condition 5.12; and

(b) you will procure, install and maintain at your cost and expense all equipment required to perform and comply with thisAgreement and have in place all consents needed for the operation and maintenance of such equipment. You agree toproduce copies of consents to Sky on request. You may choose to take such installation services and equipment fromSky in which case Sky’s standard terms shall apply.

Bar Customers further warrant and represent that:

(c) the Bar(s) are and shall be public licensed bar(s) in the Hotel Premises (“Bar”); and

(d) if you subscribe under a Hotel Bar Agreement for your Bar, at least one Sky Box will be connected to at least onetelevision set or screen at all times in the same Bar; and

(e) a Sky Box in any Bar shall not be connected to television sets or screens outside that Bar (including television sets orscreens in a different bar).

5.12 You must accurately list the number of Rooms at the Hotel Premises in the Contract Form of the Hotel Rooms Agreement. Youmay only show the Rooms Service in the number of Rooms that you have notified to Sky. If you subscribe to the Sky In-RoomService you must accurately list the number of Rooms at the Hotel Premises in the Contract Form of the Sky In-Room ServiceAgreement. You may only show the Sky In-Room Service in the number of Rooms you have notified to Sky.

5.13 You must not exhibit (or permit the exhibition of) any of the Channels in the Rooms Service or Sky In-Room Service other thanin Rooms, or if you are a Bar Customer, any of the Channels in the Bar Service other than in the Bar (as defined above). Withoutlimitation you may not show the Channels in the Rooms Service or Sky In-Room Service in areas accessible to or by the publicincluding common areas or places, bars, lobbies, restaurants, television lounges, gyms, leisure clubs, shops and cinemalounges.

6. Service

6.1 Sky will transmit or arrange for transmission of the Channels by satellite(s). If during the Term there is a change – for whateverreason – in the manner in which the Channels are delivered or transmitted which would require you to make adjustments toyour reception equipment, Sky shall use reasonable endeavours to provide you with 30 days notice of such change. Yourecognise that it may not be possible for Sky to provide the notice period suggested in this Condition, for example where changesarise because of events beyond Sky’s control.

6.2 Sky warrants and represents that:

(a) it shall not knowingly include in the Channels defamatory materials and the Channels will not contain anything whichviolates any copyright, right of privacy, literacy or dramatic right of any person or entity; and

(b) it will have obtained necessary licences and/or other approvals from any relevant collecting society or person for thebroadcast of the Channels for reception in the Territory, save that Sky does not warrant or represent that it has obtainedor will obtain public performance licences or pay the fees necessary for the exhibition of the Channels in public

PROVIDED ALWAYS THAT the warranties set out in (b) above are only as extensive as those provided to Sky by the suppliers ofrelevant programme material included in Sky’s Channels and by the suppliers of third party Channels.

6.3 Sky may introduce new channels or replace or withdraw advertised programming or withdraw any Channel or multiplex of anyChannel. Sky can change or reduce the broadcast hours of any of the Channels or encrypt or unencrypt any Channel. Sky mayintroduce new or withdraw channel package options and/or withdraw any Channel from any channel package option offered toyou and offer it in an alternative package option.

6.4 Many Channels provided by Sky are supplied by other broadcasters and their availability is outside Sky’s control. Some channelsmay also be accessible by virtue of them being on the digital satellite platform. These channels are not provided by Sky as partof your Option. You should check with the channel provider directly to confirm the licensing arrangements that apply to use inyour Premises.

6.5 Sky may supply bonus channels or other free channels which you will not have to pay for. Sky can withdraw or change these


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your Premises type, to include (without limitation) creating any commentary, compiling statistics or data, news reporting,information or editorial services.

5. Your Obligations

5.1 You warrant and represent that:

(a) the Premises is carrying out and shall throughout the Term carry out the business or activity which was being carriedout when you entered into this Agreement; and

(b) the Premises is and shall throughout the Term be situated in the Territory; and

(c) you shall give written notice to Sky within 14 days of any change of business use or activity of the Premises coming intoeffect. On receipt of such notice we will review whether the Agreement you are subscribing to is appropriate for yourPremises type and take action as appropriate, and

(d) you shall have in place throughout the Term all licences, rights, clearances and consents (together "consents") requiredfrom time to time to receive the Channels and any Additional Services (if authorised and applicable) and to exhibit themwithin the Premises, including (but not limited to) all consents required for the public performance of any of the relevantChannels in the Premises. You agree to produce copies of any such consents to Sky on request.

APPLIES TO SUBSCRIBERS TO ALL SMATV AGREEMENTS

5.2 You must accurately list the number of Rooms or Points or IPTV Points at the Premises in the Contract Form of this Agreement.You may only show the Service at the number of Rooms or Points or IPTV Points that you have notified to Sky.

5.3 If the number of Rooms or Points or IPTV Points in the Premises is to increase at any time, you must give Sky at least 14 days’prior written notice of such increase, including the date on which such increase will occur. If you have failed to give such noticeSky may choose to remedy your breach by giving you the right to distribute the Service to such Rooms or Points or IPTV Pointsretrospectively but nothing in this Agreement shall oblige it to do so. If Sky does choose to do so, then on receipt of a writtendemand from Sky, you will immediately pay the monthly Subscription Payments applicable to the previous period in which theService has been supplied to such Point(s) together with interest at the annual rate of 2% above HSBC’s base rate from time totime on the Subscription Payments for such period, compounded monthly.

5.4 You must give Sky at least 14 days prior written notice of any decrease in the number of Rooms or Points or IPTV Points at thePremises. The number of Rooms or Points or IPTV Points must not decrease to less than 2.

APPLIES TO SUBSCRIBERS TO OFFICE IPTV SMATV AGREEMENT ONLY

5.5 You warrant and represent that throughout the Term the Premises has an IPTV SMATV System and the Service will be distributedto two or more IPTV Points within the Premises only by such IPTV SMATV System;

5.6 You will procure, install and maintain at your cost and expense all equipment, including the Encoding Equipment required toperform and comply with this Agreement, and have all consents needed for the operation and maintenance of such equipment.

5.7 You must accurately list the number of IPTV Points at the Premises in the Contract Form of this Agreement. You may only showthe Service at the number of IPTV Points that you have notified to Sky. The number of Users must not exceed the number ofIPTV Points. You must have suitable network security, log in authentication systems and/or Digital Rights Management in placeto ensure only the Users can access the Service.

5.8 You must ensure that your LAN is secure and that the Service cannot be distributed to any other third party not on the Premisesor to a computer not defined as an IPTV Point.

APPLIES TO SUBSCRIBERS TO SMATV AGREEMENTS (EXCLUDING HOTEL ROOMS, HOTEL SKY IN-ROOM SERVICE AND HOTEL BARS AND OFFICE IPTV SMATV AGREEMENTS) ONLY

5.9 You warrant and represent that throughout the Term the Premises has a SMATV System and the Service will be distributed at alltimes to two or more Points within the Premises only by such SMATV System;

5.10 You will procure, install and maintain at your cost and expense all equipment required to perform and comply with thisAgreement, and have all consents needed for the operation and maintenance of such equipment. You may choose to take suchinstallation services and equipment from Sky in which case Sky’s standard terms shall apply.


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channels or their multiplexes without giving notice to you. Sky can also change any channel which is provided free (includingany multiplex) into a channel that must be paid for if you want to continue to receive it. Sky will tell you of such a change andthe charges that will be payable.

6.6 Sky may offer you additional Premium Channels or Add-On Premium Channels or Add-On HD Channels. If such channels areoffered under this Agreement and you decide to take them, they will then be included in the Service. Sky will inform you of anycharges for the additional channels and the changes to the Subscription Payments.

6.7 Sky may offer additional programming or events to you that are available only to certain types of Sky Business customers. Suchprogramming or events may be either free or for a charge. If offered under this Agreement, such programming or events shallbe deemed to be "Channels" for the purposes of this Agreement. If such programming or events are offered on a PPV basis, theprovisions of Condition 4.9 shall apply.

6.8 You will not use the Service or any part of it other than to exhibit, as permitted by this Agreement, the Channels at the Premisesor as you are otherwise expressly authorised under this Agreement.

6.9 During advertising breaks or otherwise during the broadcast of the Channels, you will not exhibit any promotional or othermaterial in such a way as to give viewers the impression that such material forms part of the broadcast of any of the Channels,or has been included, approved or endorsed by Sky, or that any Channel forms part of a broadcast or exhibition by you or a thirdparty.


6.10 Sky will notify you if the withdrawal of a Channel in your Option will affect the Subscription Payments payable by you. Areduction in the number, change in the identity, or restrictions on viewing of the Channels included in any Option will not alterthe Subscription Payments payable by you.

6.11 Subject to 5.11(e), you may convey the Service to more than one television set or screen in the Premises.


6.12 Unless agreed with Sky in advance, you may only be a Bar Customer and exhibit Sky’s Channels in your Bar(s) if you alsodistribute Sky’s Channels to Rooms in the same Hotel Premises. You should refer to your Sky Package and Pricing flyer for thecurrent choice of Channels and Bar Option available for Rooms and Bars and details of the monthly charge payable per Channelor per Bar Option, as applicable. The monthly charge set out in your Sky Package and Pricing flyer is quoted on a per Bar basisand will therefore be payable in respect of each Bar for which Bar Customers subscribe under this Agreement.

6.13 In your Rooms, you can choose to receive any of the Channels or Bundles as set out in your Sky Package and Pricing flyer forHotel Rooms or other channels which are offered to you by Sky from time to time, or you can choose to receive any Option inthe Sky In-Room Service. In your Bar(s), Bar Customers will receive the Channel Package for Bars (or other Bar option offered)and, if any are offered, any Add-On Premium Channels or Add-On HD Channels that you choose to include in your Service. YourRooms Channel selection is referred to as your Rooms Service (if the Service is delivered via a SMATV System) or Sky In-RoomService (if you receive the Service by DTH and retransmit to a Sky Box in each Room) as applicable. The Channel selection forBar(s) is referred to as your "Bar Service". Reference to Services shall mean your Rooms Service (if any), Sky In-Room Service(if any) and Bar Service (if any) together.

6.14 If Sky withdraws a Channel in your Rooms Service, Sky shall adjust the Charges payable by you accordingly. Sky may introducenew and/or withdraw channel package options from time to time.

6.15 Certain Sky Cinema Channels may show 12A and 15 rated content prior to the relevant watershed times. Normally this wouldbe pin protected, however due to technical and logistical constraints subscribers to the Hotel Rooms Service and Sky In-RoomService shall have the pin functionality on the Sky Box disabled. In respect of the Hotel Rooms Service you hereby undertakefull responsibility for choosing suitable Sky Cinema Channels for your guests to watch and advise the guests if there is anyunsuitable content. In respect of the Sky In-Room Service you hereby undertake full responsibility to advise your guests (byincluding this information in your general TV information to guests and in a tent card by the TV or remote control) that the SkyCinema Channels are not pin protected and that it’s their responsibility to ensure that minors do not watch inappropriate content.

APPLIES TO SUBSCRIBERS TAKING THE SKY+ AND/OR SKY HD SERVICE ONLY

6.16 We can replace or withdraw features or functionality of the Sky+ Service and Sky HD Service, or restrict their availability. If theseare features or functionality that you pay for then we will, where possible, give you at least 30 days' written notice of thereplacement or withdrawal. You may only take the Sky+ Service and Sky HD Service if you subscribe to an Option.

6.17 We may offer you extra features or functionality. If we do this, we may increase your Subscription Payments.

6.18 We may supply extra features or functionality which you will not have to pay for. We can withdraw these features or functionalitywithout giving notice to you. We can also change any such feature or functionality into one that you must pay for if you want tocontinue to receive it. If we introduce any optional or stand-alone features or functionality that we wish to make an extra chargefor, we will tell you what charge will apply if you wish to continue to receive that feature or functionality.

6.19 When this Agreement ends or you no longer choose to receive the Sky+ Service or the Sky HD Service, the PVR functionality ofyour Sky+HD Box will also end. For the avoidance of doubt, this means you will not be able to access any stored content orprogramming that you have recorded onto your Sky+HD Box and you will not be able to use any of the other Sky+ features andfunctionality.

6.20 Content or programming stored on the Sky+HD Box will no longer be accessible if you replace your Viewing Card with a newViewing Card for any reason during the Term.

6.21 The Extra Capacity is owned by us, and may be used by us and any other party authorised by us, to provide you with AdditionalServices. Unless it is explicitly stated in your Sky Package and Pricing flyer, you are not authorised to use the Additional Services.

6.22 To access or use some or all of the content or features of Sky's Additional Services, you will need a Sky+ Service and/or Sky HDService and will need to keep your Viewing Card in the Sky+HD Box. To receive all of Sky's Additional Services, your telephoneline needs to be connected to your Sky+HD Box at all times and the Sky+HD Box needs to be in the standby mode while not inuse.

6.23 If a usage charge payable to Sky applies to access or use any part of Sky's Additional Services you will be notified in advance ofthe applicable charge and of any other terms and conditions which apply.

6.24 Sky's Additional Services supplied to you may differ from that supplied to other viewers and are provided at Sky’s discretion.

6.25 We may alter, suspend or stop making Sky's Additional Services available to you at any time. We may do this, for example, toupdate the service, for technical reasons, if you have missed any payments you owe us, or if you have broken the Conditions ofany part of Sky's Additional Services or of another service provided by Sky. We can also change any Additional Services you arereceiving into a Channel or a service that you must pay for if you want to continue to receive it. If we introduce a charge forAdditional Services, we will tell you what charge will apply if you wish to continue to receive that service.

6.26 It may not be possible for you to receive Additional Services from more than one party at a time. Sky will not be responsible forAdditional Services offered by any other party.

APPLIES TO SUBSCRIBERS TO RESIDENTIAL LETTINGS AGREEMENT ONLY

6.27 Unless we tell you otherwise, downloading content from the On Demand Service will count towards any broadband usagelimits that apply to your broadband service. If your broadband is provided by a third party we are not responsible for it andyou should contact your provider if you experience problems with it.

6.28 You will not use the On Demand Service or any part of it other than to view the On Demand content in private at the applicablePremises expressly authorised under this Agreement.

APPLIES TO SUBSCRIBERS TO OFFSHORE INSTALLATIONS AND SHIPS AGREEMENT AND SKY FOR YACHTSAGREEMENT ONLY

6.29 You warrant and represent that each of the Premises:

(a) is, and shall remain at all times during the Term, an “Offshore Installation or Ship or Yacht”, situated in the Territory,save as set out in Condition 4.12 above; and

(b) has a SMATV System or Sky In-Room Service or a combination of both, and ensuring, in the case of oil rigs, that all Cabinshave the Service regardless of occupation. You shall confirm in writing, on request by Sky, the number of Cabins andCommunal Areas on your Premises and you hereby agree to allow Sky or its authorised representative, on reasonablenotice to you, to access your Premises in order to audit the number of Cabins and Communal Areas within your Premisesand your compliance with Condition 4.11 and this Condition 6.29. In the event that you fail to provide this informationSky may suspend your Viewing Cards until such time as this information is provided.

6.30 Nothing in this Agreement permits you to exhibit any of the Channels in any room or area which does not fall within thedefinition of Cabin or Communal Area. You may not show certain of the Channels in open areas including (without limitation)Communal Areas.

6.31 The Sky+ and Sky HD Service is available to Premises taking a combination of the SMATV and Sky In-Room service.


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APPLIES TO SUBSCRIBERS TO GOLF CLUBS UK AND NORTHERN IRELAND, PUBS UK 12 MONTH, PUBS UK30 DAYS, CLUBS UK, PUBS & CLUBS NORTHERN IRELAND, PUBS & CLUBS REPUBLIC OF IRELAND, BETTINGPREMISES UK AND HOLIDAY PARKS UK AGREEMENTS ONLY

7.11 You shall pay Subscription Payments at the highest band rate where such bands are set out in your Sky Package and Pricing flyeror your rateable value will be deemed to be £999,999 until Sky receives a copy of the relevant annual non-domestic ratesdemand or other necessary documentation proving to Sky that a different rate applies to the Premises. Any appeals to yourrateable value shall be managed in accordance with Sky's RV Pricing Policy set out on page 23.

APPLIES TO UK SUBSCRIBERS TO OFFICE SMATV & IPTV, RETAIL SMATV AND GENERAL SMATV (EXCLUDINGHOTEL ROOMS AGREEMENTS) ONLY

7.12 You must pay to Sky every month in advance a fee calculated in accordance with this Condition 7.12 plus any VAT payable ("theSubscription Payment").

(a) The Subscription Payment for the Premises per month shall be the greater of:

(i) the sum of the monthly charges for the Channels in your Service as such charges are set out in your Sky Packageand Pricing flyer or equivalent and as applicable or as varied by Sky from time to time multiplied by the numberof Points or IPTV Points for the relevant month (if applicable); or

(ii) £193 for Office IPTV, Office SMATV, £194 for General SMATV and £154 for Retail SMATV UK Agreement.

(b) If the number of Points or IPTV Points in the Premises changes in any month and your subscription is calculated usingthis number, the Subscription Payment shall be calculated using the monthly average number of Points. This average isobtained by adding together the number of Points in the Premises on the first day and last day of the month in questionand dividing the result by two.

7.13 You will keep throughout the Term and for at least one year after it ends complete and accurate records relating to thisAgreement including (without limitation) the Channels in your Service and the number of Points and Users at the Premises atany given time. During this period, and on reasonable notice, Sky or its nominated representatives shall have the right duringnormal business hours to audit your books and records for the purpose of verifying the payments due to Sky and to make copiesof such books and records. If an audit reveals underpayment of Subscription Payments, you will immediately on receipt of Sky’swritten demand pay any underpayment of monies due together with interest at the annual rate of 2% above HSBC’s base ratefrom time to time from the date such sums were due until the date of actual payment, compounded monthly. If suchunderpayment is in excess of 3% of the total payments received by Sky under this Agreement for the period in question, youshall, in addition, pay the costs of such audit.


7.14 In respect of the Rooms Service, you will pay to Sky each month in advance a fee calculated in accordance with this Condition7.14 plus any VAT payable ("the Rooms Charge").

(a) The Rooms Charge for the Hotel Premises per month shall be the greater of:

(i) the sum of the monthly fees for the Channels and/or Bundles in your Rooms Service as set out in your SkyPackage and Pricing flyer or as varied by Sky from time to time multiplied by the number of Rooms for therelevant month (irrespective of occupancy); or

(ii) €167 for Hotel Rooms in ROI if your Rooms Service contains a Premium Sports Channel

(iii) €97 for Hotel Rooms in ROI if your Rooms Service contains a Racing Channel

(iv) €93 for Hotel Rooms in ROI if your Rooms Service does not contain a Premium Sports or Racing Channel

(v) £170 for Hotel Rooms in UK if your Rooms Service contains a Premium Sky Sports or Racing Channel

(vi) £162 for Hotel Rooms in UK if your Rooms Service contains a Premium Channel

(vii) £120 for Hotel Rooms in UK if your Rooms Service does not contain a Premium Channel

(viii) €100 for Hotel Sky In-Room in ROI

(ix) £100 for Hotel Sky In-Room in UK

(in each case with the exception of Hotel Rooms ROI subscribers where the Rooms Charge will only be applicable if yousubscribe to Channels not provided free of charge as listed in your Sky Package and Pricing flyer.)


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7. Subscription Payments

7.1 On signature you may be required to make an upfront payment and thereafter Sky will collect the Subscription Payments (asfurther defined in Condition 7.9, 7.10, 7.11, 7.12, 7.17 and 8.12 respectively) due automatically from your account each monthafter we have sent you your first Viewing Card via your payment instruction. All payments must be made in full by the date onwhich they are due without any set off. If full payment is not received on the due date you will pay interest on the outstandingamount at the annual rate of 8% above HSBC’s base rate from time to time from the date the sum was due until the date ofactual payment (or otherwise in line with the rates set out under the Late Payment of Commercial Debts (Interest) Act 1998 asamended). Sky may also seek compensation for the cost of recovering such debt in line with the guidelines as set out under theLate Payment of Commercial Debts (Interest) Act 1998 as amended.

7.2 Sky may alter your payment instruction if your Subscription Payments change for any reason. Sky may also charge any otherpayment under this Agreement under your payment instruction, together with any other payments that you agree that we maycharge under your payment instruction.

7.3 Sky can change the Subscription Payments, the price bands and/or its pricing structure generally at any time on giving you 30days’ notice.

7.4 If there is a choice of Options or Channels available to you and you wish to change your chosen Service or Option during theTerm, the following rules will apply:

(i) If you are upgrading your Service or Option this will be amended accordingly and you will immediately pay the currentprice for that new Service or Option.

(ii) If you are downgrading your Service or Option, (provided that you are not prevented from doing so by any offer terms,or any alternative terms apply), you are required to give 30 days’ notice of such change and you will pay the currentprice for that new Service or Option from the end of your 30 day notice period.

Sky may charge a reasonable fee to Customers who wish to change their chosen Service or Option.

7.5 Sky may refuse your application for subscription based upon the results of an assessment of your credit standing, including(without limitation) by using credit scoring. Sky may also assess your credit standing from time to time during the Term. Skyshall apply reasonable practices for administering your account based on the results of that scoring, including applying differentpayment terms to your account. Sky may use information from, and supply information to, outside agencies for this.

7.6 You can pay the Subscription Payment by direct debit or credit card (Mastercard or Visa).

7.7 Acceptance by Sky of any payment shall not be deemed to be a waiver of Sky's rights, notwithstanding such phrases as "completeand final payment" or "payment in full" or any such similar phrase accompanying your payment.

APPLIES TO PUBS UK 12 MONTH, PUBS UK 30 DAYS, CLUBS UK, PUBS & CLUBS NI, PUBS & CLUBS GEO,PUBS & CLUBS ROI, HOTEL BARS UK, HOTEL BARS ROI, HOTEL BAR ONLY UK, BETTING UK, BETTING ROI,BETTING GEO, GENERAL DTH UK, GENERAL DTH ROI, RETAIL UK, RETAIL ROI, OFFICES UK AND OFFICESROI SUBSCRIBERS WHO HAVE REQUESTED THAT SKY DO NOT ORGANISE INSTALLATION OF THEIR SKYSATELLITE EQUIPMENT

7.8 Where you have not requested that Sky organise installation of your Sky Satellite Equipment, Sky may charge you for the SkySatellite Equipment (currently £65 or €80 (for customers in ROI) plus VAT per box).

APPLIES TO SUBSCRIBERS TO DTH AGREEMENTS ONLY (EXCLUDING OFFSHORE INSTALLATIONS AND SHIPSAGREEMENT, AND SKY FOR YACHTS AGREEMENT)

7.9 You must pay to Sky every month in advance the payments due in respect of the Service, plus any VAT payable (the "SubscriptionPayments"). If you choose to have more than one Viewing Card under this Agreement for the Premises then you must pay theSubscription Payments for the Service that you receive in full for each Viewing Card that you have subject to the rates referredto in Condition 8.12 or if this term is varied by any promotional offer terms and conditions.


7.10 You can only choose a listed Option. You cannot choose individual channels within any listed channel package Option. If youupgrade your Option, you must remain with and pay for that new Option for at least 30 days (unless this term is varied by anypromotional offer terms and conditions provided to you) before you are able to change your Option again.


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(b) If the number of Rooms in the Hotel Premises changes in any month, the Charge shall either be calculated using themonthly average number of Rooms or shall be amended with effect from the subsequent month (at Sky's discretion). Ifthe former is used, this average is obtained by adding together the number of Rooms in the Hotel Premises on the firstday and last day of the month in question and dividing the result by two.

7.15 For Bar Customers, in respect of the Bar Service, you will pay to Sky each month in advance a fee calculated in accordance withthis Condition 7.15 plus any applicable VAT ("the Bar Charge").

(a) The Bar Charge will be calculated by reference to whether you take the Rooms Service or Sky In-Room Service and maybe dependent on the number of Rooms in your Hotel Premises and to whether you are distributing the Premium SportsChannels in the Rooms of your Hotel Premises.

(b) The number of Rooms in your Hotel Premises will be calculated in accordance with the provisions of Condition 7.14above. If the number of Rooms changes and takes you into a new price band category under this Agreement, your BarCharge for that and subsequent months will change to the applicable monthly charge for that new price band category.If the number of Rooms changes in the middle of a month the monthly charge shall be calculated using the monthlyaverage number of Rooms, as specified in Condition 7.14 above.

(c) The Bar Charge per month shall be the price set out in your Sky Package and Pricing flyer or as varied by Sky from timeto time for the Bar Service that you receive.

7.16 You must pay to Sky every month the payments due in respect of the Sky In-Room Service, plus any VAT payable (the “Sky In-Room Service Charge”) calculated in accordance with this Condition 7.16. These payments shall be paid in advance unlessotherwise agreed with Sky.

(a) The Sky In-Room Service Charge per month shall be the greater of:

(i) the sum of the monthly fees for the relevant Option taken in the Rooms receiving the Sky In-Room Service in theHotel Premises as set out in the relevant your Sky Package and Pricing flyer as may be varied by Sky from timeto time; or

(ii) the minimum charge stated in the current version of the relevant Sky Package and Pricing flyer (if any).

(b) You can choose any listed Option for each Room taking the Sky In-Room Service in your Hotel Premises. You cannotchoose individual Channels within any listed channel package option. If you upgrade your Option for any Room takingthe Sky In-Room Service then you must remain with and pay for that new Option for at least 30 days.

APPLIES TO SUBSCRIBERS TO OFFSHORE INSTALLATION AND SHIPS AGREEMENT, AND SKY FOR YACHTSAGREEMENT ONLY

7.17 You must pay to Sky every month a fee calculated in accordance with this Condition 7.17 plus any VAT payable (“the SubscriptionPayment”). Payments due to Sky under this Agreement will be invoiced by Sky in accordance with Sky's current accountingpractice from time to time. As at the date hereof, Sky's accounting practice is to invoice monthly in arrears on or around the 1stday of each calendar month for Offshore Installation and Ships Agreements and in advance for Yachts Agreements. Sky will givewritten notice of any change in its accounting practice.

(a) The Subscription Payment for the Premises per month shall be the greater of:

(i) the sum of the monthly charges for the Option chosen by you as such charges are set out in the Sky Package andPricing flyer or as varied by Sky from time to time per Offshore Point; or

(ii) the minimum charge stated in the relevant current version of the “Sky Package and Pricing flyer”.

(b) In respect of oil rigs you will be charged at 100% of Cabins (regardless of occupation, however there will be noadditional charge for Communal Areas, in all other Premises, each Communal Area will be charged as an additionalOffshore Point.

7.18 If Cabins or Communal Areas are added during any payment period you must give to Sky written notice of the revised numberof Cabins and/or Communal Areas, as the case may be, and the date from which such revised numbers took effect, as soon asreasonably practicable thereafter. The Subscription Payment attributable to such additional Cabins and Communal Areas will becharged for the full month during which the change took place regardless of when such change took place during the month.All sums calculated by Sky as due shall be paid by you forthwith following notification by Sky.

7.19 If any Cabins or Communal Areas are to be removed or reduced during the Term, you must give to Sky not less then 30 days'prior written notice, such notice shall state the number of Cabins and/or Communal Areas to be removed and the date on whichsuch reduction is to be effected, and the Subscription Payment attributable to such reduced Cabins and Communal Areas willbe charged for the full month during which the change took place regardless of when such change took place during the month.All sums calculated by Sky as due shall be paid by you forthwith following notification by Sky. In the event that less than 30 days'notice is given to Sky, the Subscription Payment shall be varied with effect from the date falling 30 days after the receipt by Skyof such notice.

8. Use and Supply of Viewing Cards

8.1 A Viewing Card shall only be used by you at the Premises. You agree that a Viewing Card will only be used in the Sky Box inwhich it is first used. A Viewing Card will be used only to receive and exhibit the Service and any Additional Services (ifauthorised and available) at the Premises.

8.2 You will not part with possession of a Viewing Card. If you do, or Sky or SSSL has reasonable grounds to believe that you have,SSSL may (without prejudice to its other rights under this Agreement) invalidate your Viewing Card(s).

8.3 The possession of a Viewing Card shall not entitle you to receive the Service or Additional Services.

8.4 You will not tamper with a Viewing Card or use or allow it to be used in any way or for any purpose which Sky has not authorised.

8.5 In order to receive the Service and any Additional Services (if authorised and available) without interruption your Viewing Cardmust be kept in the Sky Box at all times and you are advised to keep your Sky Box connected to mains supply (and suitablesatellite dish) and on standby mode while not in use. The software in the Sky Box is owned or licenced to us by another memberof the Sky UK group and does not become your property. You must (both during the Term and afterwards) allow SSSL to updatethe software in your Sky Box by sending additional signals via satellite to the Sky Box. You must not tamper with the softwareor allow anyone else to do so.

8.6 If your Sky Box is connected to a telephone line or to the internet, information may be passed from it to us and vice versa.Skyor SSSL will give you at least 30 days’ notice if you must pay for the necessary telephone charges. SSSL may verify whether theSky Box is connected to a telephone line or to the internet and the location of the Sky Box via data sent by the Sky Box.

8.7 SSSL shall be entitled to disclose your name and address and the services you receive via the Viewing Card as part of the properadministration of the Sky Box and minidish.

8.8 SSSL continues to own any Viewing Card sent to you. At the termination of this Agreement or on the issue of any replacementViewing Card, your Viewing Card must be returned to SSSL on request or otherwise returned as SSSL directs.

APPLIES TO SUBSCRIBERS TO ALL SMATV AGREEMENTS

8.9 During the Term, for such time as you fully comply with the terms of this Agreement, you shall be entitled to one Viewing Cardfor each Channel in your Service. If any of your chosen Channels include any multiplexes, you will be entitled to one ViewingCard for each such multiplex that you request to receive. At Sky's discretion it may issue more than one viewing card.


8.10 During the Term, for such time as you fully comply with the terms of this Agreement you shall be entitled to:

(a) one Viewing Card for each Channel in your Rooms Service. If any of your chosen Channels include any multiplexes, youwill be entitled to one Viewing Card for each such multiplex that you request to receive; and

(b) for Bar Customers one Viewing Card for each Bar in respect of which you subscribe. For the avoidance of doubt, youmay exhibit the Bar Service on more than one television within the Bar.

(c) For Sky In-Room Service Customers, unless otherwise agreed with Sky, one Viewing Card for each Room for which yousubscribe to the Sky In-Room Service (i.e. one per Sky Box). For the avoidance of doubt, you may exhibit the Sky In-Room Service on more than one television within the Room. You shall take reasonable steps to ensure that the ViewingCards, Sky remote controls and Sky Boxes shall remain safe and that you comply with any guidelines issued by Sky toyou for keeping Sky Boxes well ventilated. It is your responsibility to advise Sky immediately if any Viewing Cards or SkyBoxes have been stolen from your Hotel Premises. Any replacement Boxes, remote controls or Viewing Cards shall beat your own cost. You hereby agree to allow Sky or its authorised representative, on reasonable notice to you, to accessyour Hotel Premises to confirm that the Viewing Cards allocated to you are being used with your Sky Boxes in yourRooms and your compliance with these terms and conditions.

8.11 For the avoidance of doubt, the obligation to provide a Viewing Card under Conditions 8.9 and 8.10(a) above shall not applywhere SSSL (or Sky) has already agreed to supply a Viewing Card to you in respect of any channel (or multiplex) under a separateagreement, where such separate agreement relates to rooms or areas in the same Premises and distribution occurs using thesame equipment as used under this Agreement.

8.12 Subject to the limitations set out in this Condition 8:

(a) all subscribers who subscribe to the Sky Ultimate Pack and have either a current Pubs UK 12 Month or Clubs UK or Pubs& Clubs Northern Ireland Subscription (whose Subscription Payment is based on the rateable value of their Premises)


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shall be entitled to a free second Viewing Card for each fully paid Subscription;

(b) all subscribers who subscribe to the Sky Ultimate Pack with a Pubs UK 30 Days Subscription may purchase additionaldiscounted cards at the prices set out in the Sky Package and Pricing Flyer for each fully paid Subscription;

(c) all subscribers who subscribe to the Sky Ultimate Plus Pack with a Pubs & Clubs ROI (whose Subscription Payment isbased on the rateable value of their Premises) or Hotel Bar ROI Subscription shall be entitled to a free second and thirdViewing Card for each fully paid Subscription;

(d) all subscribers who subscribe to the Sky Ultimate Pack and have either a current Betting Premises UK or ROI Subscriptionshall be entitled to a free second Viewing Card for each fully paid Subscription; and

(e) all subscribers who subscribe to the Service with a Residential Lettings Subscription at any individual ResidentialLettings Premises may purchase additional cards at such Premises at the prices set out in the Sky Residential LettingsPackage and Pricing Flyer.

In each case, the first fully paid Subscription at the Premises shall be the “Primary Subscription” for the purposes of thisCondition 8. In the event that you have a current full price second Subscription (or, if applicable, third Subscription) forthe same Premises, you may either cancel that Subscription and replace it with any applicable free or discountedadditional Subscription (subject to the limitations set out in Condition 8.13 below) or take additional free or discountedViewing Cards in accordance with these terms and conditions.

8.13 The Service offered on the additional Viewing Card(s) referred to in Conditions 8.12(a)-(d) above, shall be a limited list ofChannels which Sky shall advise you of via its website www.sky.com/business from time to time and the Sky HD Service andSky+ Service shall not be available. If you subscribe to a Residential Lettings Subscription and you choose to take additionalViewing Card(s) at the same Premises, you cannot select a different Service for your additional Viewing Cards and the availabilityof Sky+ Service will depend on the type of additional Sky Box provided. The additional Viewing Cards may only be used at thesame Premises as the Primary Subscription. Sky may at its sole discretion black out certain content on Channels included in anyadditional Viewing Cards to ensure the Viewing Cards are not used for unauthorised purposes. You must give Sky or SSSLreasonable access to your Premises to check that any additional Viewing Cards are being used at the same Premises as thePrimary Subscription.

8.14 Sky shall provide one set of free Sky Satellite Equipment (if this has not already been provided) per additional free or discountedViewing Card referred to in Condition 8.12 above, save for subscribers to the Pubs UK 30 Days Subscription and ResidentialLettings Subscription, who may purchase additional Sky Satellite Equipment at the price set out in the Sky Package and PricingFlyer. You are responsible for installation and the costs related to the free or discounted Sky Satellite Equipment hereto. Sky shallselect the Sky Satellite Equipment to be supplied hereunder, the system may not be new but will in any event have the benefitof a 12 month manufacturer's warranty. Timing and supply of the equipment may be subject to availability delay.

8.15 You must activate the additional Viewing Card(s) referred to in Condition 8.12 above within 10 days of delivery. If you do notthen you shall be liable to pay to Sky an amount equal to the full cost to Sky for each free or discounted Sky Satellite Equipmentprovided. At all times while the additional Viewing Cards are enabled for viewing, the primary Sky Box and the additional SkyBoxes must be connected to the same fixed and operational telephone line capable of making outgoing calls. If you fail to dothis, then Sky may de-activate your additional Viewing Cards.

8.16 If your Primary Subscription is suspended or terminates for any reason then your additional Viewing Cards will also besuspended or terminated.

APPLIES TO SUBSCRIBERS TO OFFSHORE INSTALLATION AND SHIPS AGREEMENT ONLY

8.17 During the Term, for such time as you fully comply with the terms of this Agreement you shall be entitled to a maximum of 20(twenty) Viewing Cards for the SMATV Service. Each Viewing Card will be entitled with the same Option the customer has electedto subscribe to (whether distributing via SMATV or by the Sky In-Room Service or via a combination).

8.18 Provided your Premises has at least 20 Cabins, where you take the Service in 100% of Cabins (which is obligatory in respect ofoil rigs) regardless of whether this is via a SMATV system or Sky In-Room Service or a combination of both, you will be entitledto 5 (five) Viewing Cards for use in the Communal Areas for no additional charge.� If your Premises has less than 20 Cabins, youwill receive 1 (one) free Viewing Card for every 10 Cabins that you pay for.� The additional Viewing Cards shall have the sameOption as selected for the Cabins.

9. Validity and Expiry of Viewing Cards

9.1 For security reasons SSSL may replace Viewing Cards from time to time. SSSL will try to send you a new Viewing Card before theold one becomes invalid. SSSL will advertise the replacement of Viewing Cards (for example on air or in writing).

9.2 The validity of a Viewing Card shall at all times be at SSSL’s sole discretion. SSSL may at any time invalidate Viewing Cards toprotect the security of the conditional access system or if SSSL believes you are using or permitting the use of a Viewing Card in

an unauthorised manner or for unauthorised purposes or otherwise if it is reasonable to do so.

9.3 We may suspend supply of the Service without notice to you by authorising SSSL to invalidate the Viewing Card if payment owedto Sky by you is overdue. Suspension will not affect Sky’s right to terminate this Agreement under Condition 17.

APPLIES TO SUBSCRIBERS OFFERED FREE SKY SATELLITE EQUIPMENT

10. Free Sky Satellite Equipment for the Premises

10.1 In accordance with the offer set out on page 21 of this booklet and in the Sky Package and Pricing flyer for eligible customers("the Offer”), Sky will give to eligible Customers a set of Sky Satellite Equipment to be used only in the Premises.

10.2 The Sky Satellite Equipment provided to you by Sky must be installed in and must throughout the period that the Agreementcontinues remain in your Premises.

APPLIES TO SUBSCRIBERS WITH PREMISES THAT ARE LICENSED TO SELL ALCOHOL SITUATED IN THEREPUBLIC OF IRELAND AND UNITED KINGDOM INCLUDING NORTHERN IRELAND, THE CHANNEL ISLANDSAND THE ISLE OF MAN.

11. Sky Licences for the Premises

11.1 You will display the Sky Licence(s) prominently and permanently in the Premises in such a way that allows members of thegeneral public who are outside of the Premises to see and read the Sky Licence(s).

11.2 The Sky Licence(s) shall only be used by you at the Premises.

11.3 You will not part with possession of the Sky Licence(s).

11.4 The possession of the Sky Licence(s) shall not entitle you to receive the Service.

11.5 You will not tamper with the Sky Licence(s) or use or allow it to be used in any way or for any purpose which Sky has notauthorised.

11.6 SSSL continues to own any Sky Licence(s) sent to you. At the termination of this Agreement or on the issue of any replacementSky Licence(s), your Sky Licence(s) must be removed from display and either returned or destroyed as SSSL directs.

11.7 For security reasons SSSL may replace Sky Licences from time to time. SSSL will try to send you new Sky Licence(s) before theold one becomes invalid. SSSL will inform you of the replacement of Sky Licences (for example on air or in writing).

11.8 The validity of the Sky Licence(s) shall at all times be at SSSL's sole discretion. SSSL may at any time invalidate Sky Licences toprotect the security of the conditional access system or if SSSL believes you are using or permitting the use of the Sky Licence(s)in an unauthorised manner or for unauthorised purposes or otherwise if it is reasonable to do so.

11.9 If your Sky Licence(s) is lost, stolen or damaged you must immediately notify SSSL either by telephoning 08448 244 244 (UK) or0818 719 888 (ROI) or by writing to: Sky Subscribers Services Ltd, P.O. BOX 1805, Livingston, West Lothian, EH54 7BR (UK) orSky Business, PO Box 1805, Livingston, Great Britain, EH54 7BR (ROI). SSSL may charge you a reasonable fee to cover the costof replacing a Sky Licence that is lost, stolen or damaged.

12. Lost, Stolen, Damaged or Malfunctioning Viewing Cards

12.1 If a Viewing Card is lost, stolen, damaged or fails to work you must immediately notify SSSL either by telephoning 08448 244 244 (UK) or 0818 719 888 (ROI) or by writing to: Sky Subscribers Services Ltd, P.O. BOX 1805, Livingston, West Lothian,EH54 7BR (UK) or Sky Business, PO Box 1805, Livingston, Great Britain, EH54 7BR (ROI). SSSL may charge you to cover the costof replacing a Viewing Card that is lost, stolen or (subject to Condition 12.2) damaged or fails to work.

12.2 If a Viewing Card is damaged or fails to work, you must return it to SSSL (or as it directs). If the Viewing Card fails to work becauseof any malfunction which, in SSSL’s opinion, arose because of a defect existing when the Viewing Card was supplied to you, SSSLshall replace the Card free of charge. If the Card is faulty or damaged or fails to work in any other way or you do not return theCard to SSSL, then SSSL can charge you the cost of replacing it. SSSL will make invalid any Viewing Card that you tell it is missingor does not work and is replaced.

13. Marks

13.1 You acknowledge that certain proprietary items (collectively referred to as the "Marks"), including but not limited to the namesof the Channels, trade names and marks, service marks, logos and characters used in connection with the Channels, titles of


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programmes on Channels, the Additional Services, the corporate names of Sky and/or the third party broadcasters of individualchannels and any other names used by any of them from time to time are the exclusive property of Sky or the third partybroadcasters (as the case may be) or their respective licensors and that you do not acquire any proprietary rights in the sameunder this Agreement. You may not use the Marks without Sky’s prior written consent.

13.2 All rights, title and interest in and to the Channels and the Additional Services and all programmes, advertising and promotionalmaterials, ideas, formats and concepts contained therein or used in connection therewith (including all copyrights) shall, asbetween the parties, at all times be the sole property of Sky or the relevant third party broadcaster (as the case may be) andyou shall not make any express or implied claim to the contrary. You shall not do anything that may indicate that any otherprogramming is part of, or connected with, the Channels or the Additional Services or originated by Sky.

14. Liability

Neither Sky nor SSSL has any liability under this Agreement in respect of any of the following:

(a) any defect in a Sky Box and/or other receiving equipment or other equipment attributable to any unauthorised use of such SkyBox or equipment by you;

(b) any defect in a Viewing Card attributable to any manufacturing error or any unauthorised use of, or tampering with, the ViewingCard, negligence by you or failure to follow Sky’s user instructions;

(c) any use of a Viewing Card with any decoding apparatus not authorised by Sky;

(d) any indirect or consequential loss (including, for the avoidance of doubt, economic loss) resulting from breach of contract,negligence or any other tort on the part of Sky or any of its officers, employees or agents;

(e) the termination of this Agreement in accordance with its terms;

(f) any failure in its performance of this Agreement (including but not limited to provision of the Service and any AdditionalServices) caused by events outside its reasonable control.

All previous written or oral representations expressed or implied are hereby excluded. Where SSSL is acting as agent for Sky, SSSL hasno liability to you whatsoever.

15. Copyright

15.1 You shall not copy (other than as permitted by sections 30(2) or 70 of the Copyright, Designs and Patents Act 1988 ("the Act")),redistribute or relay any of the Channels or any Additional Services or any part of them in the Premises or elsewhere (other thanas expressly permitted by this Agreement) or otherwise deal with the Channels or any Additional Services or any part of them(other than as expressly permitted by section 30(2) of the Act).

15.2 You shall not exhibit any of the Channels or any Additional Services or any part of them in public in circumstances where theaudience has paid for admission (within the meaning of the Act) to the place of exhibition or otherwise make any charge(whether direct or indirect) to any person for any of the Channels or any Additional Services (including for the right to receiveany Channel or Additional Services for viewing of any Channel(s) or Additional Service(s) or programme(s)).

15.3 Sky may disable or alter remotely certain functions of your Sky Box so as to prevent you from copying the Channels or anyAdditional Services and Sky may prevent you from receiving the Service and Additional Services if your Sky Box allows copyingof Channels or Additional Services which Sky is bound by contract to prevent.

16. Variation of the Agreement

At any time Sky may change or add to the terms of this Agreement as it believes necessary. Notice of such changes or additions, or anyother notice to be given by Sky under this Agreement may be given by whatever means Sky chooses (subject to any statutory provisionand notwithstanding Condition 19).

17. Termination

17.1 Unless otherwise stated in your Sky Package and Pricing flyer, you may terminate this Agreement by giving Sky no less than 30days’ written notice:

(a) to expire on or at any time after the end of the Minimum Term; or

(b) to expire at the earliest on the date on which the variation takes effect, if Sky has given notice to you of a variation inaccordance with Condition 7.3 during the Minimum Term (save that changes to the subscription pricing of additionalViewing Cards at any individual Premises shall only provide the Customer with a termination right in relation to therelevant additional Viewing Cards, and not the Customer’s Primary Subscription); or

(c) if Sky has given notice to you of a variation in accordance with Condition 16 which results in a material change to the

value of the Service as it pertains to the Customer’s Premises to expire at the earliest on the date on which suchmaterial change takes effect or in accordance with 17.1 (a) whichever is the earliest.

If you wish to terminate this Agreement pursuant to (b) or (c) of this Condition 17.1, such notice must be given by you by no laterthan 30 days after the date on which the variation or restriction is notified to you.

17.2 Sky may terminate this Agreement at any time:

(a) by giving to you 7 days written notice if you breach any provision of this Agreement (including non-payment of anySubscription Payment or amounts due on equipment) and if Sky terminates a Customer's Hotel Rooms Agreement, HotelBars Agreement or Hotel Sky In-Room Service Agreement (together "Hotel Agreements") due to non-payment of anySubscription Payment in respect of any such Hotel Agreements, Sky shall automatically terminate the remaining HotelAgreements (if any) simultaneously; or

(b) immediately upon written notice where you go into receivership or liquidation (other than for the purposes of solventamalgamation or reconstruction) or become bankrupt or insolvent or make any composition with your creditors; or

(c) by giving at least 30 days written notice to you.

17.3 If the Agreement is terminated during the Minimum Term other than in accordance with the provisions of Conditions 17.1 (b) or17.1 (c) or 17.2 (c), you shall pay to Sky, being a reasonable pre-estimate of Sky's loss arising from your breach of this Agreementand/or any offer, an amount equal to:

(a) the balance remaining of the amortised cost to Sky for the free or discounted Sky Satellite Equipment provided and freeor discounted installation provided to you and received by you at the termination date, if any. The amortisation of theSky Satellite Equipment shall be calculated by reducing the normal cost to you of such items in 12 equal instalments atthe end of each month of the Minimum Term; and

(b) the balance of the Subscription Payments (based on the Services including the Sky+ Service and Sky HD Service ifapplicable received by you at the termination date) that would have been due from you for the remainder of theMinimum Term of the Agreement (less 5% for accelerated payment).

This Condition 17.3 shall be without prejudice or limitation to any other remedies available to Sky in respect of any breach ofAgreement by you.

17.4 Following termination of this Agreement, any Viewing Cards supplied to you under this Agreement will be invalidated and youwill no longer be entitled to receive the Service. The termination of this Agreement may also affect the price you pay under otheragreements you have with Sky (for example, for WiFi services).

17.5 No refund of Subscription Payments or equipment payment will be made to you where Sky terminates this Agreement inaccordance with Condition 17.2(a) above.

17.6 Termination of this Agreement for whatever reason shall not affect the rights or remedies of either party in respect of anyantecedent breach of this Agreement. Termination will not affect, suspend or release the parties from their rights, liabilities andobligations which are expressly or impliedly to survive termination.

APPLIES TO HOTEL ROOMS, HOTEL SKY IN-ROOM SERVICE AND HOTEL BAR SUBSCRIBERS ONLY

17.7 Subject to Condition 17.2, if the Hotel Rooms Agreement or Hotel Sky In-Room Service Agreement of any Bar Customer isterminated for any reason whatsoever, such that the Bar Customer does not have a Hotel Rooms Agreement or a Hotel Sky In-Room Service Agreement which covers 100% of the Rooms of the Hotel Premises at Sky’s sole option, the Hotel Bars Agreementshall either:

a) terminate automatically 30 days after the termination of the Hotel Rooms Agreement or Hotel Sky In-Room ServiceAgreement (as applicable); or

b) continue until terminated by either party and Sky shall be entitled to charge you then the current price for the BarService received until such date.

18. Right to Transfer Agreement

Sky reserves the right at any time to transfer its rights and/or obligations under this Agreement to any company, firm or person providedthat the transfer will not affect your rights under this Agreement. You may not transfer any of your rights and obligations under thisAgreement.

19. Notices

19.1 Any notice to be given under this Agreement must be in writing. A notice to you may be sent by fax or by pre-paid post or byemail to, or in accordance with, the Customer’s details for correspondence set out in the Contract Form of this Agreement or


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otherwise held on our customer management system for you. A notice to Sky must be sent by pre-paid post to the address inCondition 12.1 above with a copy to the Head of Legal and Business Affairs, Sky Business, Sky UK Ltd, Grant Way, Isleworth,Middlesex, TW7 5QD (or such other address(es) as Sky shall notify you). For the avoidance of doubt, a notice from Sky can besent alone or with other material sent to you by Sky.

19.2 All notices shall be deemed (until the contrary is proved) to have been received three (3) days after posting or on the followingday if sent by email ([email protected]).

20. Miscellaneous

20.1 A waiver by either party of a breach of any term or condition of this Agreement in one instance shall not be deemed as acontinuing waiver or a waiver of any subsequent breach.

20.2 If any term of this Agreement is found or otherwise deemed to be void and/or unenforceable then it shall be severed and struckout of this Agreement. All of the other provisions shall survive in full force and effect to the extent necessary to give effect to theintention of this Agreement.

20.3 The parties to this Agreement do not intend that any term of this Agreement shall be enforceable by a third party (as defined inthe Contracts (Rights of Third Parties) Act 1999).

20.4 You agree to indemnify and hold Sky, its officers, directors and employees harmless from and against any and all claims, damages,liabilities, costs and expenses arising out of the breach of any representation, warranty, agreement or undertaking made by youunder this Agreement.

20.5 References to "Viewing Card" and "Sky Box" in connection with the provision of the Service under this Agreement shall be deemedto be (and shall be construed as) references to (if more than one) all Viewing Cards supplied pursuant to this Agreement and allSky Boxes used for the purposes of distributing the Service in accordance with the terms of this Agreement.

20.6 All sums are quoted exclusive of VAT. In addition to such sums, you will pay all applicable VAT thereon.

20.7 Sky may at any time, without notice to you, set off any liability that you may have to Sky (or any Sky group company), whetherunder this Agreement or otherwise, against any liability that Sky may have to you. This applies whether any such liability is presentor future, liquidated or unliquidated and irrespective of the currency of denomination. If the liabilities to be set off are expressedin different currencies, Sky may convert either liability at a market rate of exchange for the purpose of set off. Any exercise by Skyof its rights under this Condition shall be without prejudice to any other rights or remedies available to Sky under this Agreementor otherwise.

21. Law and Territory

21.1 This Agreement is governed by the Laws of England and Wales and the English courts shall have exclusive jurisdiction.

Sky Subscribers Services Limited Registered in England (no 2340150) Registered Office Grant Way, Isleworth, Middlesex TW7 5QD.

SKY SATELLITE EQUIPMENT TERMS AND CONDITIONSThese are the terms and conditions under which we will supply and/or install your Sky Satellite Equipment at the Premises. We are SkySubscribers Services Limited (“SSSL”) and we are acting as an agent for Sky In-Home Service Limited (“SHS”), a company within the SkyUK group of companies if SHS or a retailer acting as SHS's agent supplies and installs Sky Boxes. The defined terms below are inaccordance with the definitions provided under your subscription agreement with Sky. References to 'we' or 'us' in these terms andconditions should be read as references to SHS. Any queries in relation to these equipment terms and conditions should be directed toSSSL on 08448 244 244 (0818 719 888 for ROI customers).

1. Based on your choice of equipment you will receive either the Sky Standard Satellite Equipment or the Sky+HD SatelliteEquipment (with minidishes and LNBs only provided if they have not already been provided to you by us previously).

2. We will select the make and model of Sky Satellite Equipment to be supplied to you at our discretion.

3. The Sky Satellite Equipment must be installed by a Sky approved installer at your Premises and must remain installed throughoutthe Term at the Premises.

4. For the avoidance of doubt, the Sky Satellite Equipment does not include any of the following: a Dolby 5.1 surround soundsystem and/or speakers; TV screens or an HD Ready TV screen which you must supply. The HD Ready TV screen must be installedin the Premises before installation of the Sky Satellite Equipment with HD capability otherwise your Sky HD Service will not beactivated.

5. On installation, the Sky Satellite Equipment becomes your property. The Sky Satellite Equipment does not include the software

in the Sky Box, which is owned or licensed to Sky or another member of the Sky UK Group or the Extra Capacity in the Sky+HDBox which is owned by Sky.

6. You must allow SSSL to update the software in the Sky Box by sending signals via satellite to your Sky Box. You must not tamperwith the software in the Sky Box or authorise anybody else to do so.

7. Neither we, SHS nor Sky will be liable under any Agreements to which they are parties for any fault in the Sky Satellite Equipmentor any other equipment you use, if this was supplied by a third party (including a retailer not acting as Sky's agent) or under aseparate contract.

8. Standard Condition 14 also applies to these Terms and Conditions.

9. All payments must be made in full by the date on which they are due without any set off. If full payment is not received on thedue date you will pay interest on the outstanding amount at the annual rate of 8% above HSBC's base rate from time to timefrom the date the sum was due until the date of actual payment (or otherwise in line with the rates set out under the LatePayment of Commercial Debts Regulations 2013). Sky may also seek compensation for the cost of recovering such debt as setout under the Late Payment of Commercial Debts Regulations 2013.

10. You must activate your Viewing Card within 10 days of the installation or delivery of your Sky Satellite Equipment (or 6weeks in the case of Sky In-Room Service customers). If you do not activate your Viewing Card then you must still paySky the full cost of the Sky Satellite Equipment you have received.

11. Unless we agree otherwise with you, you are responsible for the safe and environmentally sound disposal of your SkySatellite Equipment (including ensuring it is not disposed in municipal waste) when it is replaced or you no longerneed it.

IN THE EVENT THAT SUBSCRIBERS HAVE BEEN OFFERED FREE OR DISCOUNTED SKY SATELLITEEQUIPMENT THE BELOW TERMS AND CONDITIONS WILL APPLY.

Unless we agree otherwise, you must have your Sky Standard Satellite Equipment installed by Sky and you must subscribe tothe Service for at least 12 months from the date that the free or discounted Sky Satellite Equipment is installed. Sky will selectthe Sky Box and minidish to be supplied under this offer; the system may not be new but will in any event have the benefit ofa 12 month manufacturer's warranty. Timing and supply of equipment and installation may be subject to availability delay.

Save as set out in Condition 8.14 above, this offer is limited to one set of Sky Satellite Equipment per customer (to whom theoffer is made available, with minidish and LNB available only where it has not previously been provided) and per Premises. Ifyou have previously had a free or discounted system or one has previously been supplied for the Premises, then you will not beeligible for this offer (subject to Sky's discretion to permit a further system if, for example, an ongoing subscription continuesto be paid for in respect of the previously supplied system). You may not use this offer in conjunction with any other offer.

You must activate your Sky Viewing Card within 10 days of the installation of your Sky Satellite Equipment taking place or 6 weeksin the case of Sky In-Room Service customers. If you do not activate your Sky Viewing Card within this period then you shall beliable to pay to Sky an amount equal to the full cost to Sky for the free Sky Satellite Equipment provided to you (currently £65 or€80 (for ROI) excluding VAT for Sky Standard Satellite Equipment, £100 or €120 (for ROI) excluding VAT for Sky+HD SatelliteEquipment and £55 or €65 (for ROI) excluding VAT for Sky In-Room Boxes (minimum order of 10 boxes for Sky In-Room)) or thefull cost less any amount already paid if the Sky Satellite Equipment is discounted and not free. You must also pay the full costto Sky of installation services that you received under the terms of a free or discounted Standard Installation offer, less anyamount you have already paid.

If you breach this offer by terminating your Subscription Agreement before the end of the 12 month period referred to above (ifapplicable) or the end of the Minimum Term of your Subscription Agreement, whichever is the later, then you shall be liable topay to Sky an amount calculated as set out in Condition 17.3 (which sum is a reasonable pre-estimate of Sky's loss arising fromyour breach). If there is any conflict between these offer terms and the Standard Conditions, these offer terms shall prevail.

IN THE EVENT THAT SUBSCRIBERS HAVE REQUESTED THAT SKY ORGANISE INSTALLATION OF THEIRSKY SATELLITE EQUIPMENT, THE FOLLOWING TERMS AND CONDITIONS OF STANDARDINSTALLATION WILL APPLY:

These are the terms and conditions under which we will install your Sky Satellite Equipment at the Premises. We are SkySubscribers Services Limited (“SSSL”) and we are acting as an agent for Sky In-Home Service Limited (“SHS”), a company withinthe Sky UK group of companies. References to ‘we’ or ‘us’ in these terms and conditions should be read as references to SHS.Any queries in relation to these installation terms and conditions should be directed to SSSL on 08448 244 244 (UK) or 0818 719 888 (ROI).


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Definitions

In these terms and conditions the defined terms below are in accordance with the definitions provided under your subscriptionagreement with Sky:

1. Standard Installation

The Standard Installation (and cost thereof) of Sky Satellite Equipment for reception by DTH comprises the following:

(a) a two-man team attending your Premises for a maximum of two hours on site (a total of four man hours)

(b) installation of one Sky Box and one minidish (minidish will be supplied only if there is no Sky minidish already installed)

(c) installation of a quad LNB pack if this is not already installed

(d) installation of a maximum of 40 metres of cabling from the minidish to the Sky Box

(e) installation of the SkyHD Box to one HD screen if applicable

(f) installation of HDMI cabling (up to 20 metres) to connect the SkyHD Box to the HD screen if applicable.

Any additional equipment, parts and/or labour time will be charged to you at extra cost. A SMATV system installation or other multipleSky Box installation will be considered a non-standard installation. You must pay all costs related to a non-standard installation. We willadvise you of these costs before we commence work.

For the avoidance of doubt Sky will not accept a screen that must be connected to a Sky+HD Box or SkyHD Box via component cables asHD Ready. If you tell us that an HD Ready screen is installed at the premises and the installer finds that there is no HD Ready screen withan HDMI input at the premises then your Sky HD Service will not be activated.

2. Access to Property

(a) Once your application has been processed, we will contact you to arrange for installation of the Sky Satellite Equipment. We willorganise a day for installation which is convenient to both you and us, but this will be subject to the availability to us of SkySatellite Equipment.

(b) You must ensure that we are able to access your Premises on the appointed day.

3. Consents and Permissions

The installation of the Sky Satellite Equipment may require the agreement or consent of, for example, a landlord or the local council orauthority. You are responsible for ensuring that all these agreements and consents have been obtained before we commenceinstallation.

4. Works Required and Payment

(a) Our installation of the Sky Satellite Equipment will be carried out by an installer appointed by Sky or its duly authorisedrepresentative.

(b) A "standard installation" (as defined in Condition 1 above) of Sky Satellite Equipment assumes that no additional cabling,bracketry or other equipment is required or any works are required which are beyond the scope usual in a normal installation.A 'standard' installation further assumes that if you already have Sky Satellite Equipment, you will not continue to use it. Youwill be responsible for meeting all costs of installation carried out including standard installation (unless this is provided freeas part of an offer) and beyond the standard installation (in all cases). Your installer will inform you of the costs of installationof Sky Satellite Equipment before commencing work. Alternatively, if you do not agree to those charges, you may cancel yourinstallation, and Sky or its retail agent will repay anything you have already paid for it. If you already have Sky Satellite Equipmentinstalled at your Premises, then some of this equipment may be used for the installation and use of your new Sky SatelliteEquipment.

(c) Where any existing equipment needs to be upgraded or replaced for installation of a Sky+HD Box or SkyHD Box this will becarried out as part of the installation. If you already have Sky Satellite Equipment that will continue to be used and/or have itrelocated at your Premises, you must tell us at least 24 hours prior to the installation, and in that case a separate installationcharge may be payable by you. If so, we will advise you of the amount of this charge, which must be paid before the day ofinstallation of your Sky Satellite Equipment. Please call 08448 244 244 (UK) or 0818 719 888 (Republic of Ireland), for furtherdetails and full installation options.

(d) If you wish to have your Sky Box connected to a telephone (or you are required to have it connected under Condition 8.15 of thestandard terms and conditions or as part of certain offer terms and conditions), it is your responsibility to have a telephonesocket available close to the location of the installed Sky Box.

(e) Unless we tell you otherwise, and provided you do not already have digital satellite equipment, the number of Sky Boxes thatwe can install at your Premises is restricted to a maximum of 4.

Please call 08448 244 244 (UK) or 0818 719 888 (ROI) for further details and full installation options. Sky Subscribers Services LimitedRegistered in England (No. 2340150) Registered Office: Grant Way, Isleworth, Middlesex, TW7 5QD

WHAT TO DO NEXT:

1. Please tick the relevant box on the contract form if an installation is required.

2. We will contact you by telephone to arrange a convenient installation date.

3. Your installation could take place at any time from 8.00am to 9.00pm on the installation day.

4. During your installation there must be someone on-site at your Premises who has your authority to:

• give the engineer access to your Premises and show him/her where the Sky Box is to be installed

• help the engineer with any questions he/she may have regarding the installation

• provide authorisation for any additional work and costs that need to be carried out.

5. Please ensure that the engineer has access to all areas of your Premises, including the roof, on the day of installation.

6. So that we can test your system and you start enjoying Sky, your Sky Viewing Card must be activated on the day of yourinstallation.

7. If our engineer considers that additional work is required beyond the Standard Installation, it may be necessary to carryout a site survey of your Premises on another day to provide an accurate scope and costing for your installation. If thisis the case, we will discuss this with you and all associated costs before any further work is carried out.

8. Any costs will be added to your Sky subscription account and payment collected according to the payment method youhave chosen. Please do not pay the engineer.

RV PRICING POLICYAPPLIES TO ALL AGREEMENT TYPES ON RATEABLE VALUE PRICING IN UNITED KINGDOM ANDNORTHERN IRELAND1. The price of your Sky digital subscription is determined by the rateable value for your premises that came into effect on

1 April 2010 (in mainland UK) and 1 April 2015 (in Northern Ireland). For the avoidance of doubt, your Sky digitalsubscription will continue to be determined by these rateable value listings (i.e. 2010 in mainland UK and 2015 inNorthern Ireland) until further notice by Sky.

2. The non-domestic rateable value for your Premises means the rateable value as shown on the non-domestic rating listof the relevant valuation authority / association. Please note that until we receive a copy of your annual non-domesticrates demand or other necessary documentation evidencing the rateable value for your Premises, Sky reserves the rightto deem rateable value to be £999,999 and you will be charged accordingly.

3. The rateable value for your Premises can be obtained from the government body responsible for setting rateable valuesin your country of operation. A searchable database of the 2010 rating list for England & Wales can be found online atwww.voa.gov.uk and for Scotland at www.saa.gov.uk. A searchable database of the 2015 rating list for Northern Irelandcan be found at www.dfpni.gov.uk/lps

4. If (i) a successful rateable value appeal of an existing rating listing for the Premises is made to the government bodyresponsible for setting rateable values in your country of operation; or (ii) you subsequently obtain a rateable value foryour Premises for which no official rating had previously been listed by the governing body you must notify Sky (withdocumentation reasonably acceptable to Sky) confirming the change/new rating. Sky will vary the level of futurepayments accordingly. In these two circumstances Sky will allow you a credit for the difference between the previousand new Subscription Payments payable by you for the Premises. This credit will be made in respect of whichever is theshorter of either:

(a) the date from which the lower rateable value first applies until the date on which Sky receives proper notificationfrom you of the change in/new rateable value; or

(b) 12 months.


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For the avoidance of doubt, no credit or repayment will be due or made if notification of a decrease in rateable value isreceived by Sky after the end of the Term. If the rateable value of your Premises increases, you must notify Sky (withdocumentation reasonably acceptable to Sky) confirming the change. On receipt of written demand from Sky, you willimmediately pay to Sky all additional sums due as a result of an increase in rateable value from the date on which suchincrease first applied to you, together with interest on such additional monies at the annual rate of 2% above HSBC'sbase rate from time to time (compounded monthly). If the rateable value of your Premises increases and you do notnotify Sky with appropriate evidence of the new rateable value, you will be liable to pay the difference between yournew rateable value and the old rateable value from the date the audit took place together with interest thereon.

APPLIES TO PUBS UK 12 MONTH, PUBS UK 30 DAYS AND PUBS TENANCY AT WILL UK AGREEMENTSRECEIVING ADJUSTMENTS ONLY

5. No adjustments will be recognised in respect of Pubs UK 12 Month, Pubs UK 30 Days or Pubs Tenancy At Will UK pricingfor food sales until Sky have received appropriate evidence showing the required eligibility criteria is met. In Englandand Wales, in respect of food sales adjustments you must submit a breakdown of your Fair Maintainable Trade, as splitout on your Rateable Value Certificate/Summary Valuation. In Scotland, you are required to submit a Valuation sheetshowing a breakdown of your Hypothetical Achievable Turnover, which can be requested from your local ScottishAssessors Association office.

6. No adjustments will be recognised in respect of Pubs UK 12 Month, Pubs UK 30 Days or Pubs Tenancy At Will UK pricingfor outdoor sports areas until Sky have received appropriate evidence showing the required eligibility criteria is met. InEngland and Wales, this can often be found on the ratings list of the Valuation Office Agency website (www.voa.gov.uk),or will be on your Rateable Value Certificate/Summary Valuation. In Scotland, you are required to submit a Valuationsheet showing a breakdown of your rateable value detailing any outdoor sports areas that form part of your overallrateable value. This can be requested from your local Scottish Assessors Association office. Sky has sole discretion todetermine what constitutes an outdoor sports area.

7. Please note that for the purposes of calculating the outdoor sports area adjustment, Sky reserve the right to limit theportion of your rateable value which is attributable to your outdoor sports area to a maximum of 15% of the totalrateable value of the Premises. If Sky choose to exercise this right, then Sky will inform you upon signing up, or write toyou to inform you of the change to your price.

8. All Outdoor Sports Area and Food Sales pricing adjustments will be applied to the first full billing month not yet billedfollowing receipt of the appropriate evidence showing that the required eligibility criteria is met.

9. Sky will only apply credits in the two circumstances referred to in Condition 4 of this RV Pricing Policy. Sky will not applycredits associated with food sales or outdoor sports area adjustments following an appeal of a rateable value.

10. You consent to Sky confirming and clarifying any information provided by you to Sky regarding your rateable value,(including in respect of any evidence provided for outdoor sports areas or food sales adjustments that may beapplicable), with any and all appropriate organisations, bodies and local authorities.

11. Sky or its nominated representative shall have the right during normal business hours and on reasonable notice to auditthe books and records of your business to corroborate the rateable value documentation provided to Sky (including inrespect of Fair Maintainable Trade in England and Wales or Hypothetical Achievable Turnover in Scotland). If an auditreveals that the information is insufficient or incorrect then Sky may withdraw any adjustments applied to the rateablevalue.

APPLIES TO ALL AGREEMENT TYPES ON LICENCE VALUE PRICING IN REPUBLIC OF IRELAND ONLY

1. Our pricing system is linked to the Licence Value or excise duty payable on your Publican's Licence. Please note that untilwe receive a copy of your Publican's Licence, evidencing the Licence Value on your Publican's Licence you will be chargedat the highest band rate applicable.

2. The Publican's Licence granted to your pub will clearly show on the right hand side the cost of Licence Value which willcorrespond to one of the price band categories A-F set out in the Sky Package and Pricing flyer. This will then allow youto establish the cost of the Sky subscription for your Premises.

3. If your Publican's Licence Value changes, there will be a corresponding change in your Sky subscription charge. Anychange must be notified immediately to Sky in writing with a copy of the Publican's Licence attached. (Certification ofthe Licence Value on your Publican's Licence from your auditors in writing will also suffice). If the Licence Value of yourPremises increases, you must notify Sky (with documentation reasonably acceptable to Sky) confirming the change. Onreceipt of a written demand from Sky, you will immediately pay to Sky all additional sums due as a result of an increasein Licence Value from the date on which such increase first applied to you, together with interest on such additionalmonies at the annual rate of 2% above HSBC's base rate from time to time (compounded monthly). If the Licence Value

of your Premises increases and you do not notify Sky with appropriate evidence of the new Licence Value, you will beliable to pay the difference between your new Licence Value and the old Licence Value from the date the audit took placetogether with interest thereon.

APPLIES TO THE SKY SUBSCRIPTION AGREEMENT

PRIVACY POLICYA. By becoming a customer you agree that any member of the Sky UK group and any company which may succeed our

businesses may use and share, within that group, the information you provide and other information we hold about youfor account management and market research. Our business partners may also use this information for customerprofiling purposes, analysis and market research. If false or inaccurate information is provided and fraud is identified,details may be passed to fraud prevention agencies. Law enforcement agencies may access and use this information. Weand other organisations may also access and use this information to prevent fraud and money laundering, for example,when:�

• Checking details on applications for credit and credit related or other facilities;

• Managing credit and credit related accounts or facilities;

• Recovering debt;

• Checking details on proposals and claims for all types of insurance;

• Checking details of job applicants and employees;

• We and other organisations may access and use from other countries the information recorded by fraudprevention agencies.�

In addition, we may provide information to third parties for the purposes of preventing or detecting crime or for thepurpose of safeguarding national security.� We also provide information when required to do so by law (for exampleunder a court order) or in response to properly made demands in accordance with legislative powers.� Disclosures madewill be in accordance with applicable data protection legislation.�

B.� Unless you have told us otherwise any member of the Sky UK group (and any company which may succeed ourbusinesses) and third party Business Partners, may use and share the information you provide and other informationwe hold about you for the marketing of Sky’s and third parties’ products and services including for a reasonable periodof time after you cease to be a customer. This may include contacting you for marketing by post, telephone, email orSMS and using and publishing information about your premises in applications designed to promote the availability ofSky services at your premises.��

C.�� By using your Sky Box you agree that any member of the Sky group may use information about the channels,programmes, advertisements and services accessed, viewed, recorded or forwarded through using the Sky Box with aview to improving the services Sky provides to you and allowing you to receive information about products and servicesthat are likely to be of most interest to you.�

D.�� Unless you tell us otherwise, we may use this information to provide you with personalised services, such as providingyou with viewing recommendations and tailored advertising. This means that we have your agreement to storeinformation about you on the devices you use, for example to make some of the adverts you see more relevant to you.Unless you tell us otherwise, we may also supply this information to third parties such as advertisers, broadcasters,research organisations and channel and other entertainment providers to carry out advertising or programmingresearch, and to third parties that offer products or services that we believe may interest you or our customers in generalfor their use in providing services or information to you. Such third parties shall be prohibited from using thisinformation for any other purpose and from passing it to any other third parties.�

E.�� If you haven’t already told us that you don’t want your information to be used as set out in paragraphs B and D above,then please call Sky Business Customer Service on 08448 244 244 (UK) or 0818 719 888 (Republic of Ireland) or sendan email to [email protected].


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REQUIREMENTS FOR THE LABEL ‘HD READY’

A display device has to meet the following requirements to be awarded the label ‘HD ready’:

1. Display, display engine

The minimum native resolution of the display (e.g. LCD, PDP) or display engine (e.g. DLP) is 720 physical lines in wide aspect ratio.

2. Video Interfaces

• The display device accepts HD input via:

- analogue YPbPr1, and

• DVI or HDMI (A Standard Installation for HD compatible equipment will only be carried out by Sky on screens withHDMI input)

• HD capable inputs accept the following HD video formats:

- 1280x720 @ 50 and 60Hz progressive (“720p”), and

- 1920x1080 @ 50 and 60Hz interlaced (“1080i”)

• The DVI or HDMI input supports content protection (HDCP)

The HD Ready label requirements are set by EICTA. Further information may be found at www.eicta.org

SKY BOX OFFICE STANDARD TERMS AND CONDITIONS FOR SKY BUSINESS SUBSCRIBERS1. Event

(a) To purchase an Event, you must be a current subscriber under a Sky Business Digital Commercial Agreement("Agreement"). Subject to these Conditions, we will supply to you any Event that you order and you are permittedto receive it via your Sky Box and Viewing Card.

(b) If the Event is made up of a number of events, we can change the events package. We may change the time atwhich any Event is shown, and if so we will advertise the changed time on air. We can cancel or withdraw anyEvent, in which case you will not be charged for it.

(c) Sky may refuse your order for any Event in its reasonable discretion.

(d) Sky may terminate the contract in respect of any Event (after Sky has accepted your order) if at any time

(i) you have not made any payment which is due to Sky; or

(ii) you have broken any of these Conditions; or

(iii) you have broken any of the terms and conditions of your Agreement.

(e) Delays in validating your Viewing Card may arise if bookings are made within five hours of an Event start time.

(f) Purchase of and payment for the Event entitles you to receive only the Event on these Conditions and no otherevent, film or programme (whether offered on Sky Box Office or otherwise).

2. Payments

(a) Payment for the Event will be payable by you by way of the same payment method as Subscription Paymentsunder your Agreement (and you consent to all such payments being charged under your payment instruction)or, if Sky elects to permit this, by one-off credit card payment.

(b) We may from time to time assess your credit standing using credit scoring and may use information from outsideagencies for this. Sky will apply reasonable practices for administering your account based on the result of thatscoring.

(c) You may cancel an order for an Event not less than five hours before the start time of the Event. Once ordered,you are liable to pay for any Event (unless such Event is cancelled in accordance with these Conditions)irrespective of whether you watch any or all of such Event.

3. Liability

Subject to any applicable statutory rights, we shall not be liable to you because of any failure to provide an Event for reasonsoutside our reasonable control or because of anything for which we have excluded liability under the Agreement.

4. Copying and Redistribution

(a) You must not redistribute and/or re-broadcast or cause, enable and/or permit any other person to redistributeor rebroadcast the Event or any part of it for any reason whatsoever or exhibit the Event save in accordance withthe terms of your Agreement.

(b) You must not make any charge for viewing of any Event nor exhibit any Event in public in circumstances wherethe audience has paid for admission to the place where the Event is to be seen or heard.

(c) Sky may prevent the copying (for example by video) of any Event. This may be by including signals in thebroadcast of an Event which prevent copying of that Event. Sky may also disable or alter remotely certainfunctions of your Sky Box so as to prevent you copying an Event and Sky may prevent you from receiving Eventsif your Sky Box allows copying of Events which Sky is bound by contract to prevent.

5. Miscellaneous

(a) These Conditions apply only to customers whose Premises are in the United Kingdom of Great Britain, NorthernIreland, Channel Islands and Isle of Man or Republic of Ireland.

(b) All terms and conditions of your Agreement relating to Viewing Cards, liability, copying, copyright, Marks, notices,transfer, geographical status, VAT, agency, set off and law are incorporated in these Conditions to the extent thatthey are consistent with them.

(c) Certain Events may not be available to all subscribers. Sky will make this clear when the relevant Event is offered.

(d) Terms used in these Conditions and not defined shall bear the meanings given to them in your Agreement.

Correct at time of going to print - June 2016

Terms & Conditionsof Racing UK Commercial Premises

08448 244 244* UK

0818 719 888 ROI

sky.com/business

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2. DEFINITIONS

In this Agreement:

2.1 Betting Premises: any premises consisting of an enclosed area (or areas) at which the primary purpose isto receive or negotiate bets or to provide administration functions thereto. This may or may not be apremises to which the public has access. Examples of premises that may be included within this definitionare premises at which holders of a bookmaker's permit conduct their business, bookmakers, betting shops,premises at which internet bets are received or negotiated, premises at which telephone bets are receivedor negotiated, or premises where administrative functions related to any of the foregoing take place. Weshall have discretion in determining whether any premises fall within the definition of Betting Premises;

2.2 Channel: Racing UK;

2.3 Condition: one of the numbered conditions of this Agreement (this is Condition 2.3);

2.4 Digibox: an authorised satellite decoder using a digital conditional access (encryption) system;

2.5 General Premises: premises which we decide in our discretion may be covered by this Agreement. We shallhave discretion in determining whether any Premises shall be treated as General Premises for the purposesof this Agreement;

2.6 Minimum Term: shall have the meaning given to it in Condition 3.1;

2.7 Premises: the premises at the postal address supplied by you to us when you subscribed to the Channeland which is of the relevant Premises Type;

2.8 Premises Type: the type of premises (e.g., pub, club, hotel, office, retail, including General Premises inrespect of which you are permitted to receive and exhibit the Channel pursuant to this Agreement and asdetermined in accordance with Condition 11;

2.9 Prohibited Premises: shall include Betting Premises and any other premises at which we determine theChannel must not be received or exhibited from time to time;

2.10 Sky: Sky UK Ltd and any of its subsidiaries from time to time;

2.11 SMATV System: a telecommunications system (excluding systems delivering signals by means of wirelesstelegraphy) consisting of a single head end and serving only the Premises, re-transmitting televisionprogramme services to two or more television sets or screens within such Premises using a multi-channelVHF/UHF distribution system incorporating cables as a sole means of distribution and specifically excludingany system which distributes to television sets or screens by any other means;

2.12 SSSL: Sky Subscriber Services Limited;

2.13 Term: the period during which this Agreement continues;

2.14 Territory: United Kingdom of Great Britain, Northern Ireland, the Isle of Man, the Channel Islands and theRepublic of Ireland; and

2.15 Viewing Card: the card(s) which, when used with a Digibox, enable you to receive and view the Channel.

3. TERM

3.1 This Agreement shall begin on the date on which you are first authorised by us to receive the Channel andshall continue for the minimum period that is stated on your Pricing and Packaging Flyer ("Minimum Term"),subject to Condition 16. This Agreement shall continue after the Minimum Term until you terminate it by onemonths notice or either party terminates it in accordance with its terms.

3.2 Conditions 8, 9 and 10 shall continue to apply to you after the date on which this Agreement ends if you donot return your Viewing Card (or all of them, if more than one) to SSSL or if SSSL does not make them allinvalid (save that neither we nor SSSL shall have no obligation to provide new or replacement Viewing Cardsto you after the Term).

4. RIGHTS

4.1 This Agreement gives you the right during the Term to receive and exhibit the Channel in the relevantpermitted area (or areas) at the Premises via digital satellite equipment using Viewing Card(s) provided toyou by SSSL. You may only exhibit the Channel in the permitted areas within the Premises and only ontelevision sets or screens. Nothing in this Agreement shall give you the right to distribute, exhibit or

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TERMS AND CONDITIONS APPLYING TO SUBSCRIPTIONS FOR THERECEPTION AND EXHIBITION OF RACING UK IN COMMERCIAL PREMISESTHE FOLLOWING AGREEMENT (THE "AGREEMENT") CONTAINS THE TERMS AND CONDITIONS WHICH APPLYTO COMMERCIAL SUBSCRIPTIONS FOR THE RACING UK TELEVISION SERVICE. THIS AGREEMENT GOVERNSYOUR RIGHT TO RECEIVE AND EXHIBIT THE CHANNEL IN COMMERCIAL PREMISES. IT IS IMPORTANT THATYOU READ, UNDERSTAND AND COMPLY WITH THIS AGREEMENT. FAILURE TO COMPLY WITH THISAGREEMENT MAY ENTITLE US TO SUSPEND OR TERMINATE YOUR RIGHT TO RECEIVE AND EXHIBIT THECHANNEL AND/OR TO RECOVER ADDITIONAL FEES OR OTHER COMPENSATION FROM YOU.

PLEASE NOTE THAT THE RECEPTION AND EXHIBITION OF THE CHANNEL IS PROHIBITED IN SOME TYPES OFCOMMERCIAL PREMISES. PLEASE ALSO NOTE THAT RECEPTION AND EXHIBITION OF THE CHANNEL FOR PRIVATEAND DOMESTIC VIEWING IS GOVERNED BY A SEPARATE AGREEMENT AND IS NOT PERMITTED UNDER THISAGREEMENT.

1. ABOUT RACING UK AND THIS AGREEMENT

1.1 Your subscription contract for the Channel is between you and Racing UK ("Racing UK", "we", "us", "our").Racing UK Limited is a limited company registered in England under company number 4809913. Theregistered address for Racing UK is 10th Floor, Met Building, 22 Percy St, London W1T 2BU.

1.2 This Agreement contains the legally binding terms and conditions which apply to your subscription for theChannel. You (and we) will be bound by these terms and conditions from the time that we accept yoursubscription for the Channel. This Agreement does not entitle you to receive any pay-per-view service. Sky isappointed as exclusive sales agent for the marketing and sale of the Racing UK Commercial TV service onsatellite. Sky (acting on its own behalf or through its agents) also provide services including customerservices and billing (including debt collection) on our behalf under the terms of this agreement and soreferences to “Racing UK”, “we”, “us” or “our” shall be construed accordingly.

1.3 If you are a natural person (i.e., not a company or a partnership) you must be over 18 to enter into thisAgreement.

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otherwise show the Channel otherwise (including but not limited to via a computer terminal or similarequipment) or in any other area (or areas) of the Premises.

4.2 You will observe all restrictions on exhibition of the Channel that are set out in this Agreement or otherwisenotified to you by us from time to time. This includes (but is not limited to) restrictions on the viewing of theChannel or particular programmes in any type of room or area of the Premises. We may at any time imposeor change restrictions on the viewing of the Channel or particular programmes including but not limited torestrictions on any viewing by the public or in any areas of the Premises.

5. YOUR OBLIGATIONS

You warrant, represent and undertake that:

5.1 the Premises is situated in the Territory;

5.2 the Premises is not a Prohibited Premises;

5.3 at least one Digibox will throughout the Term be connected to more than one television set or screen in thePremises; and

5.4 you shall have in place throughout the Term all licences, rights, clearances and consents (together"consents") required from time to time to receive the Channel and to exhibit it within the Premises,including (but not limited to) all consents required for the public performance of the Channel in the Premisesand, if applicable, to use data in connection with your business. You agree to produce copies of any suchconsent to us on request.

6. THE CHANNEL

6.1 We may replace or withdraw any advertised programming of the Channel and may change or reduce thebroadcast hours of the Channel or encrypt or unencrypt the Channel as we see fit.

6.2 We may offer additional programming or events that are available only to certain types of customers, incertain types of Premises or as enhancements to the Channel. Such programming or events may either bemade available free or for a charge. If offered to you under this Agreement, such programming or events shallbe deemed to be part of, or supplied on the same terms as, the Channel.

6.3 Notwithstanding that you may have more than one Viewing Card under this Agreement, this Agreement shallapply to all uses made of the Channel at the Premises.

6.4 During advertising breaks or otherwise during the broadcast of the Channel you will not exhibit anypromotional or other material in such a way as to give viewers the impression that such material forms partof the broadcast of the Channel, or has been included, approved or endorsed by us, or that the Channelforms part of a broadcast or exhibition by you or a third party.

6.5 If the Channel includes any programme(s) that are identified as being for non-public/non-communal viewingonly, you must not show or exhibit in any manner any of those programme(s) in any public or communalareas of the Premises. You must only show those programme(s) in non-public/non-communal areas of thePremises. We will give you as much advance notice as soon as practicable if any programme(s) to bebroadcast as part of the Channel will fall within this Condition 6.5.

7. SUBSCRIPTION PAYMENTS

7.1 You must pay to us the subscription payments (together with any applicable VAT or other service tax)("Subscription Payments") in accordance with the payment plan which you selected when you subscribedfor the Channel, e.g., monthly or annually ("Payment Plan") and using the payment method which youstipulated at that time, e.g., debit card, credit card or invoice ("Payment Method"). All SubscriptionPayments are due in full in advance.

7.2 If you choose to have more than one Viewing Card for the Premises under this Agreement then you must paythe Subscription Payments for the Channel in full for each Viewing Card that you have.

7.3 Where you have chosen to pay by debit or credit card we will collect the Subscription Payments dueautomatically from the account which you specified when selecting your Payment Method. We will collectpayment in accordance with your selected Payment Plan after we have sent you your first Viewing Card. Wewill not send you invoices where you have chosen to pay by debit or credit card.

7.4 Where you have selected to pay in response to invoices from us we will issue an invoice (or invoices) to youin respect all payments due under your Payment Plan. We may invoice you for two or more payments at the

same time and on the same invoice. Each invoice will be payable in accordance with such terms as we maynotify to you from time to time.

7.5 We shall be entitled to suspend or terminate your rights to receive and exhibit the Channel under thisAgreement if we cannot collect the relevant amount from the debit or credit card or if any payment underinvoice is late or is, in any event, not received by the first day of the period to which it relates. We may choseto remind you that a payment is due, but we will have no obligation to do so and it is your responsibility toensure that all payments are made by the relevant due date (allowing for such time as it may take banks toprocess any payment requests). All payments must be made in full and in cleared funds by the due datewithout any set off. If full payment is not received on the due date we shall be entitled, without notice to you,to charge you interest on the overdue amount at the rate of 2% above Barclays Bank plc's base rate fromtime to time from the date the sum was due until the date of actual payment (including before as well asafter any judgment).

7.6 If your Subscription Payments change for any reason (including where you change your Payment Plan) wemay alter your payment instruction (if you have chosen to pay by debit or credit card) or re-invoice you. Wemay also charge via your chosen Payment Method for any other payment due under this Agreement,together with any other payments that you agree that we may charge to you.

7.7 We may change the terms on which you make your Subscription Payments or our pricing structure generallyat any time on giving you at least 30 days' notice (but if we do you and we do not give you any choice youshall be entitled to terminate this Agreement in accordance with Condition 16.1.2).

7.8 We may refuse your application for subscription based upon the results of an assessment of your creditstanding, including (without limitation) by using credit scoring. We may also assess your credit standing fromtime to time during the Term. We shall apply reasonable practices for administering your account based onthe results of that scoring, including applying different payment terms to your subscription. We may useinformation from, and supply information to, outside agencies for this.

7.9 Acceptance by us of any payment shall not be deemed to be a waiver of any of our rights under thisAgreement.

8. USE OF VIEWING CARD

8.1 We will provide you with 1 Viewing Card under this Agreement to receive and exhibit the Channel. If youalready have a Viewing Card we will arrange for you to be authorised to receive the Channel via that ViewingCard. For the avoidance of doubt, other than the provision of 1 Viewing Card in accordance with thisCondition 8.1, we will not provide you with any other equipment or facilities (including, without limitation, anyDigibox, satellite receiving equipment, any installation or maintenance services or any equipment requiredto exhibit and/or view the Channel) under this Agreement. You must make your own arrangements for theprovision of all other necessary equipment, facilities and services.

8.2 A Viewing Card shall only be used by you at the Premises. You will only use a Viewing Card in the Digibox inwhich it is first used. In so far as a Viewing Card is used in relation to the receipt and exhibit of the Channel,it will be used only to receive and exhibit the Channel in the permitted areas at the Premises.

8.3 You will not part with possession of a Viewing Card. If you do, or we have reasonable grounds to believe thatyou have, we may (without prejudice to its other rights under this Agreement) invalidate your ViewingCard(s).

8.4 The possession of a Viewing Card shall not entitle you to receive the Channel.

8.5 You will not tamper with a Viewing Card or use or allow it to be used in any way or for any purpose whicheither we, SSSL or Sky have not authorised.

8.6 In order to receive the Channel without interruption your Viewing Card must be kept in the Digibox at alltimes and you are advised to keep your Digibox connected to mains supply (and suitable satellite dish) andon standby mode while not in use. The software in the Digibox is owned by and licensed to you by a thirdparty and is not your property. You must (both during the Term and afterwards) allow SSSL to update thesoftware in your Digibox by sending additional signals via satellite to the Digibox. You must not tamper withthe software or allow anyone else to do so.

8.7 If your Digibox is connected to a telephone line, information may be passed from it to us and vice versa bytelephone. We (or SSSL) will give you at least 30 days' notice if you must pay for the necessary telephonecharges. We may verify whether the Digibox is connected to a telephone line via data sent by the Digibox.

8.8 We shall be entitled to disclose your name and address and the services you receive via the Viewing Card aspart of the proper administration of the digital satellite system.


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8.9 SSSL will continue to own any Viewing Card sent to you. On termination of this Agreement or on the issue ofany replacement Viewing Card, your Viewing Card must be returned to us or to SSSL on request from eitherof us or otherwise returned as we may direct.

9. VALIDITY AND EXPIRY OF VIEWING CARDS

9.1 For security reasons SSSL may replace Viewing Cards from time to time. SSSL will try to send you a newViewing Card before the old one becomes invalid. We or SSSL will advertise the replacement of Viewing Cards(for example on air or in writing).

9.2 The validity of a Viewing Card shall at all times be at SSSL's or our exclusive discretion. We or SSSL may at anytime invalidate Viewing Cards to protect the security of the conditional access system or if we or SSSLbelieve that you are using or permitting the use of a Viewing Card in an unauthorised manner or forunauthorised purposes or otherwise if it is reasonable to do so.

9.3 We may suspend supply of the Channel without notice to you by authorising SSSL to invalidate your ViewingCard if any payment owed by you to us is overdue (as described in Condition 7.5). Suspension will not affectour right to terminate this Agreement under Condition 16.

10. LOST, STOLEN, DAMAGED OR MALFUNCTIONING VIEWING CARDS

10.1 If a Viewing Card is lost, stolen, damaged or fails to work you must immediately notify SSSL either bytelephoning 08448 244 244 (UK) or 0818 719 888 (ROI), or by writing to: Sky Subscribers Services Limited,P.O. Box 1805, Livingston, West Lothian EH54 0BR. SSSL may charge you to cover the cost of replacing aViewing Card that is lost, stolen or (subject to Condition 10.2) damaged or fails to work.

10.2 If a Viewing Card is damaged or fails to work, you must return it to SSSL (or as it directs). If the Viewing Cardfails to work because of any malfunction which, in SSSL's opinion, arose because of a defect existing whenthe Viewing Card was supplied to you, SSSL shall replace the Viewing Card free of charge. If the Viewing Cardis faulty or damaged or fails to work in any other way or you do not return the Viewing Card to SSSL, thenSSSL can charge you the cost of replacing it. SSSL will make invalid any Viewing Card that you tell it is missingor does not work and is replaced.

11. ADDITIONAL TERMS AND CONDITIONS SPECIFIC TO CERTAIN PREMISES

11.1 This Agreement permits the reception and exhibit of the Channel in most types of commercial premises inthe Territory. All Premises are either General Premises or of a particular type described in this Condition 11.The reception and exhibit of the Channel in General Premises is governed by the general terms andconditions of this Agreement. However, special terms and conditions, including specific restrictions, apply tothe reception and exhibit of the Channel in some Premises Types. The Premises Type in respect of which youare permitted to receive and exhibit the Channel shall initially be as you specified at the time at which yousubscribed for the Channel or as we may determine from time to time during the Term. We shall havediscretion in determining the Premises Type at which you are receiving and exhibiting (and shall bepermitted to receive and exhibit) the Channel. Where the premises at which you are receiving and exhibitingthe Channel is one of the types described in this Condition 11 you agree to abide by the relevant additionalterms and conditions, including any additional specific restrictions. Where the Premises Type is not one ofthe following you will continue to be bound by all other terms and conditions of this Agreement. (For theavoidance of doubt, these additional terms and conditions should be read in conjunction with the otherConditions and not in isolation.)

11.2 Where the Premises Type is Retail Premises you shall have the right to receive and exhibit the Channelunder this Agreement within Retail Areas only and only on television sets and screens. For the purposes ofthis Condition 11.2:

11.2.1 "Retail Premises" is a premises consisting of an enclosed area (or areas) to which the public hasaccess and the primary purpose of which is the offering of goods for sale or the availability ofservices to the public. No premises that is used in any manner for betting or that is licensed for thesale of alcohol for consumption on such premises may qualify as Retail Premises; and

11.2.2 "Retail Area" is an area (or areas) within the Retail Premises to which members of the public havefree access at all times during which the Retail Premises is open for business.

11.3 Where the Premises Type is an Office you shall have the right to receive and exhibit the Channel under thisAgreement in Staff Rooms only and only on television sets and screens. For the purposes of this Condition11.3:

11.3.1 An "Office" is an office, factory or other similar place of work used to conduct business and which isnot open to the public; and

11.3.2 A "Staff Room" is an area within the Premises used by employees or workers during breaks and atother times when they are not engaged in their work, being rooms to which the public do not haveaccess and from which members of the public would be unable to view and/or hear the Channel.

11.4 Where the Premises Type is a Hotel the provisions of this Condition 11.4 shall apply (where specific definedterms shall have the meanings given to them in Condition 11.4.8):

11.4.1 Where the Premises Type is a Hotel you shall have the right to receive the Channel under thisAgreement at the Hotel via digital satellite equipment and to:

(a) Simultaneously retransmit to the Rooms in the Hotel the Channel via a SMATV System forviewing only on television sets or screens (a "Room Service"); and

(b) Exhibit, if you are a Bar Subscriber, the Channel only within the Bar(s) and only on television setsand screens.

11.4.2 Nothing in this Agreement shall give you the right to distribute, exhibit or otherwise show theChannel in any other area of the Hotel.

11.4.3 Bars and Rooms are the subject of separate tariffs which are payable in addition to each other. Youmust obtain our separate agreement to receive and exhibit the Channel in Bars (on the one hand)and Rooms (on the other). Where you wish to include the Channel in a Room Service you must notifyus of the number of Rooms in the Hotel. You must also notify us immediately if the number of Roomsin the Hotel increases; an increase in the number of Rooms may result in an increase in theSubscription Payments which you must pay to us. It will be a fundamental breach of this Agreementif you misrepresent or under-report the number of Rooms at the Hotel at any time for which we shallbe entitled to suspend and/or terminate this Agreement and claim compensation (including costs,damages and interest) from you.

11.4.4 Subject to any restrictions on distribution or exhibition, you must distribute the Channel in yourRoom Service in full at all times to every Room in the Hotel. The distribution must be withoutinterruption, time delay, addition, commercial or other insertion (including without insertion of anyon-screen prompt or icon or audio insertion) inclusion of supplemental material or content(including by inserting or overlaying any images or other visual or audio material on to the Channelor on to the television screens at the same time as the Channel is present). Without prejudice, theChannel must also be exhibited in full (without reduction in size or overlaying) on the entirety of thetelevision set or screen.

11.4.5 You warrant, represent and undertake that throughout the Term:

(a) The Hotel shall have a SMATV System and the Channel will be distributed at all times to two ormore Rooms within the Hotel only by such SMATV System;

(b) You shall have in place throughout the Term all licences, rights, clearances and consents(together "consents") required from time to time to receive and to distribute the Channelwithin the Rooms and in the Bar(s) (as appropriate) (including (but not limited to) all consentsrequired for the public performance of the Channel in the Bar(s)). You agree to produce copiesof consents to us on request; and

(c) You will procure, install and maintain at your costs and expense all equipment required toperform and comply with this Agreement and shall have in place in all consents needed for theoperation and maintenance of such equipment. You agree to produce copies of consents to uson request.

Bar Subscribers further warrant and represent that the Bar(s) are and shall be public licensed bar(s)in the Hotel.

11.4.6 You must not exhibit (or permit the exhibition of) the Channel in any room or area which is not aRoom or, if you are a Bar Subscriber, a Bar. Without limitation and without prejudice to Condition 14,you may not show the Channel in areas accessible to or by the public including any common areasor places, bars, lobbies, restaurants, television lounges, gyms, leisure clubs, shops and cinemalounges.

11.4.7 You may only be a Bar Customer and exhibit the Channel in your Bar(s) if you also distribute theChannel to Rooms in the same Hotel.

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and Sky and any other names used from time to time are, as between us and you, our exclusive property orthat of our licensors and that you do not acquire any proprietary rights in the Marks under this Agreement.You may not use the Marks without our prior written consent.

12.2 All rights, title and interest in and to the Channel and all programmes, advertising and promotional materials,ideas, formats and concepts contained therein or used in connection therewith (including all copyrights)shall, as between the us and you, at all times be our sole property or the relevant third party provider (as thecase may be) and you shall not make any express or implied claim to the contrary. You shall not do anythingthat may indicate that any other programming is part of, or connected with, the Channel or originated by us.

13. LIABILITY

13.1 We have no liability under this Agreement or otherwise in contract, tort (including negligence) or for breachof statutory duty in respect of any of the following:

13.1.1 any defect in a Digibox and/or other receiving equipment used by you;

13.1.2 any defect in a Viewing Card or any unauthorised use of, or tampering with, the Viewing Card,negligence by you or failure to follow Sky's, SSSL's or our user instructions;

13.1.3 any use of a Viewing Card with any decoding apparatus not authorised by Sky, SSSL or us;

13.1.4 any indirect or consequential loss (including, for the avoidance of doubt, economic loss) resultingfrom breach of contract, negligence or any other tort on our part or any of our officers, employees oragents;

13.1.5 the termination of this Agreement in accordance with its terms;

13.1.6 any failure by us to perform our obligations under this Agreement (including but not limited toprovision of the Channel) caused by events outside our reasonable control.

13.2 All previous written or oral representations expressed or implied are hereby excluded to the greatest extendpermitted by law.

13.3 We provide the Channel on an "as is" basis and make no representations or warranties of any kind withrespect to the Channel or its content, including (without limitation) as to completeness, accuracy,satisfactory quality and fitness for a particular purpose, all of which are hereby excluded to the greatestextent permitted by law.

14. COPYRIGHT

14.1 Notwithstanding any other provision of this Agreement, you must not do any of the following:

14.1.1 Copy (except as allowed under section 30(2) (fair dealing for the purposes of criticism, review ornews reporting) and section 35 (showing in schools) of the Copyright Designs and Patents Act 1988(the "Act"), redistribute or relay the Channel or any part of it or otherwise deal with the Channel orany part of it other than as permitted by the Act. The exceptions in these sections are limited andyou must make sure that you are legally entitled to rely on one of them;

14.1.2 Produce, re-produce, distribute, licence, supply or otherwise exploit any programme, service orcontent (whether audio, visual, audio-visual or otherwise) comprised in the Channel or any part of itor otherwise use it or any part of it for any commercial purpose whatsoever;

14.1.3 Exhibit the Channel or any part of it in public in circumstances where the audience has paid foradmission (within the meaning of the Act) to the place of exhibition or otherwise make any charge(whether direct or indirect) to any person for the Channel (including for the right to receive theChannel or for viewing the Channel or programmes(s));

14.1.4 Otherwise communicate any work or part of the Channel to the public by any means or for anypurpose; or

14.1.5 Receive or exhibit, or authorise the receipt or exhibit of, the Channel in any Prohibited Premises; or

14.1.6 (without prejudice to any other provision of this Agreement) directly or indirectly use or permit theChannel to be used by any person for the purpose of or in connection with any betting operation orproducing so-called "off-tube" commentaries (or similar).

14.2 We may disable or alter functions of the Channel or the Digibox to prevent you from copying the Channel andwe may prevent you from receiving the Channel if you copy it.

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11.4.8 For the purposes of this Condition 11.4:

(a) A "Hotel"means a hotel, motel, guest house, boarding house and any establishment similar toany of the foregoing where the primary purpose of the establishment is to operate as a hoteloffering bedroom accommodation for paying guests;

(b) A "Bar"means a public bar area licensed and used as such within the Hotel;

(c) A "Bar Subscriber" means a commercial subscriber to the Channel who has been authorisedby us to exhibit the Channel in a Bar; and

(d) "Rooms"means:

(i) bedrooms for guests or staff in a Hotel; and

(ii) offices or similar rooms used for business purposes in a Hotel and which contain atelevision set or screen on which the Channel can be seen and/or heard pursuant to thisAgreement, such rooms not being accessible to the public.

11.5 Without prejudice to Condition 11.4 in relation Hotels, where the Channel will be exhibited on a SMATVSystem other than in a Hotel ("SMATV Premises") the following provisions of this Condition 11.5 will apply:

11.5.1 Without prejudice to Condition 11.1, we shall have discretion in determining whether any premises fallwithin this Premises Type.

11.5.2 In this Condition 11.5, a "Point" means a television set or screen at the Premises connected to theSMATV System on which the Channel can be seen and/or heard.

11.5.3 Where the Premises Type is SMATV Premises you shall have the right under this Agreement toreceive the Channel at the Premises via digital satellite equipment and simultaneously retransmitthe Channel via a SMATV System to Points within the Premises. The Channel may be viewed only ontelevision sets or screens. Nothing in this Agreement shall give you the right to distribute, exhibit orotherwise show the Channel (including but not limited to via a computer terminal or similarequipment) or in any other area of the Premises.

11.5.4 Subject to any restrictions on distribution or exhibition, you must distribute the Channel in full at alltimes to every Point in the Premises. The distribution must be without interruption, time delay,addition, commercial or other insertion (including without insertion of any on-screen prompt or iconor audio insertion) inclusion of supplemental material or content (including by inserting oroverlaying any images or other visual or audio material on to the Channel or on to the televisionscreens at the same time as the Channel is present). Without prejudice, the Channel must also beexhibited in full (without reduction in size or overlaying) on the entirety of the television set orscreen.

11.5.5 You warrant and represent that throughout the Term:

(a) The Premises has a SMATV System and the Channel will be distributed at all times to two ormore Points within the Premises only by such SMATV System;

(b) You shall have in place throughout the Term all licences, rights, clearances and consents(together "consents") required from time to time to receive and to distribute the Channel andto exhibit it at Points within the Premises, including (but not limited to) all consents required forthe public performance of the Channel in the Premises. You agree to produce copies ofconsents to us on request; and


11.5.6 Without limitation and without prejudice to Condition 14, you may not show the Channel in areasaccessible to or by the public including any common areas or places, bars, lobbies, restaurants,television lounges, gyms, leisure clubs, shops and cinema lounges.

12. MARKS

12.1 You acknowledge that certain proprietary items (collectively referred to as the "Marks"), including but notlimited to the names of the Channel, trade names and marks, service marks, logos and characters used inconnection with the Channel, titles or programmes on Channel, the corporate names of Racing UK Limited


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15. VARIATION OF THE AGREEMENT

We may at any time change or add to the terms of this Agreement as we believe necessary. NotwithstandingCondition 18, notice of such changes or additions, or any other notice to be given by us under this Agreement maybe given by whatever means we choose, provided that such notice shall be in writing (and subject always to anyrelevant statutory requirements).

16. TERMINATION

16.1 You may terminate this Agreement by giving us at least 30 days' written notice:

16.1.1 to expire on or at any time after the end of the Minimum Term; or

16.1.2 subject to Condition 20.7, at any time if we have given notice to you of a variation in accordance withConditions 7.7 or 15; or

16.1.3 if at any time after the Minimum Term we have given you notice of an additional restriction to beimposed under Condition 4.2.

If you wish to terminate this Agreement pursuant to Conditions 16.1.1 or 16.1.3, you must give notice not laterthan 30 days after the date on which the variation or restriction which is the subject of Racing UK’s noticeto you takes effect.

16.2 We may terminate this Agreement at any time:

16.2.1 by giving to you 7 days' written notice if you breach any provision of this Agreement (including non-payment of any Subscription Payment); or

16.2.2 immediately upon written notice where you go into receivership or liquidation (other than for thepurposes of solvent amalgamation or reconstruction) or become bankrupt or insolvent or make anycomposition with your creditors; or

16.2.3 by giving at least 30 days' written notice to you.

16.3 Following termination of this Agreement, any Viewing Cards supplied to you under this Agreement will beinvalidated in so far as they enable you to receive and exhibit the Channel and you will no longer be entitledto receive the Channel.

16.4 If you terminate this Agreement pursuant to Conditions 16.1 or if we terminate this Agreement pursuant toCondition 16.2.3 we will repay to you a pro rata amount of any Subscription Payment which you have paid inadvance in relation to the period after the effective date of termination (but only if the amount repayableexceeds £25). We shall not be liable to repay any amount you may have pre-paid in any other circumstance.

16.5 Termination of this Agreement for whatever reason shall not affect your or our rights or remedies in respectof any antecedent breach of this Agreement or any outstanding obligations which either of us may have tomake any payment. Further, termination will not affect, suspend or release either of us from our respectiverights, liabilities and obligations which are expressly or impliedly intended to survive termination.

17. RIGHT TO TRANSFER AGREEMENT

We reserve the right at any time to transfer, assign, sublicense or otherwise dispose of our rights and/or obligationsunder this Agreement to any company, firm or person provided that the transfer will not affect your rights underthis Agreement. You may not transfer, assign, sublicense or otherwise dispose of any of your rights and obligationsunder this Agreement.

18. NOTICES

18.1 Any notice to be given under this Agreement must be in writing. A notice to you may be sent by fax, pre-paidpost or by email to the details for correspondence which you provided to us at the time of subscribing forthe Channel. You must send any notices to us to Sky by pre-paid post to:

PO Box 1805LivingstonWest LothianEH54 7XG

(or such other address(es) as we may notify to you from time to time). For the avoidance of doubt, a noticefrom Racing UK (or Sky as the case may be) may be sent alone or with other material sent to you by RacingUK (or Sky).

18.2 All notices shall be deemed (until the contrary is proved) to have been received 3 working days after postingor on the following working day if sent by fax or email.

19. DATA PROTECTION

If you are a natural person (as opposed to a company or partnership) we will deal with any personal data which yougive to us in accordance with all applicable data protection law. To allow you to receive and exhibit the Channel it isnecessary for us to share personal details including with Sky to allow them to perform services in accordance withthis Agreement. Where natural persons have given us their consent, we may use and share data for marketing andresearch purposes and we may pass such information to third parties. You agree that we may use and passinformation to third parties for the purposes of making credit decisions, fraud prevention, to pursue debtors, toperform our obligations under this Agreement and as otherwise permitted under this Agreement.

20. MISCELLANEOUS

20.1 A waiver by either party of a breach of any term or condition of this Agreement in one instance shall not bedeemed as a continuing waiver or a waiver of any subsequent breach.

20.2 If any term of this Agreement is found by any court or regulatory body of competent jurisdiction or isotherwise deemed to be void and/or unenforceable then it shall be severed and struck out of thisAgreement. All of the other provisions shall survive in full force and effect to the extent necessary to giveeffect to the intention of this Agreement.

20.3 The parties to this Agreement do not intend that any term of this Agreement shall be enforceable by a thirdparty solely by virtue of the Contracts (Rights of Third Parties) Act 1999.

20.4 You agree to indemnify and hold us, our officers, directors and employees harmless from and against anyand all claims, damages, liabilities, costs and expenses arising out of the breach of any representation,warranty, agreement or undertaking made by you under this Agreement.

20.5 References to a "Viewing Card" in connection with the provision of the Channel under this Agreement shallbe deemed to be (and shall be construed as) references to all Viewing Cards supplied pursuant to thisAgreement.

20.6 All sums are quoted exclusive of VAT or any other applicable service tax. In addition to such sums, you willpay all VAT or other applicable service tax due thereon.

20.7 We may change our provider of conditional access (encryption) services from time to time without notice toyou. If we do, all references in this Agreement to SSSL shall be deemed amended to be references to thatnew provider of conditional access services. We will tell you if the address for the purposes of Condition 10.1has changed. A change of conditional access provider and any consequential changes to this Agreementshall not be an amendment to this Agreement which will entitle you to terminate in accordance withConditions 7.7, 15 or 16.1.2.

21. LAW AND TERRITORY

This Agreement is governed by the laws of England and Wales and the English courts shall have exclusivejurisdiction.


Terms & Conditionsof your BoxNation Agreement

08448 244 244* UK

0818 719 888 ROI

sky.com/business

SB/TC/BN/0616


3BOXNATION COMMERCIAL PREMISES TERMS & CONDITIONS

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2.11 SSSL: Sky Subscribers Services Limited;

2.12 Term: the period during which this Agreement continues;

2.13 Territory: United Kingdom of Great Britain, Northern Ireland, the Isle of Man, the Channel Islands and theRepublic of Ireland; and

2.14 Viewing Card: the card(s) which, when used with a Digibox, enable you to receive and view the Channel.

3. Term

3.1 This Agreement shall begin on the date on which you are first authorised by us to receive the Channel andshall continue for the minimum period that is 3 months ("Minimum Term"), subject to Condition 16. ThisAgreement shall continue after the Minimum Term until you terminate it by one months notice or eitherparty terminates it in accordance with its terms.

3.2 Conditions 8, 9 and 10 shall continue to apply to you after the date on which this Agreement ends if you donot return your Viewing Card (or all of them, if more than one) to SSSL or if SSSL does not make them allinvalid (save that neither we nor SSSL shall have no obligation to provide new or replacement Viewing Cardsto you after the Term).

4. Rights

4.1 This Agreement gives you the right during the Term to receive and exhibit the Channel in the relevantpermitted area (or areas) at the Premises via digital satellite equipment using Viewing Card(s) provided toyou by SSSL. You may only exhibit the Channel in the permitted areas within the Premises and only ontelevision sets or screens. Nothing in this Agreement shall give you the right to distribute, exhibit orotherwise show the Channel otherwise (including but not limited to via a computer terminal or similarequipment) or in any other area (or areas) of the Premises.

4.2 You will observe all restrictions on exhibition of the Channel that are set out in this Agreement or otherwisenotified to you by us from time to time. This includes (but is not limited to) restrictions on the viewing of theChannel or particular programmes in any type of room or area of the Premises. We may at any time imposeor change restrictions on the viewing of the Channel or particular programmes including but not limited torestrictions on any viewing by the public or in any areas of the Premises.

5. Your Obligations

You warrant, represent and undertake that:

5.1 the Premises is situated in the Territory;

5.2 the Premises is not a Prohibited Premises;

5.3 at least one Digibox will throughout the Term be connected to more than one television set or screen in thePremises; and

5.4 you shall have in place throughout the Term all licences, rights, clearances and consents (together"consents") required from time to time to receive the Channel and to exhibit it within the Premises, including(but not limited to) all consents required for the public performance of the Channel in the Premises and, ifapplicable, to use data in connection with your business. You agree to produce copies of any such consentto us on request.

6. The Channel

6.1 We may replace or withdraw any advertised programming of the Channel and may change or reduce thebroadcast hours of the Channel or encrypt or unencrypt the Channel as we see fit.

6.2 We may offer additional programming or events that are available only to certain types of customers, incertain types of Premises or as enhancements to the Channel. Such programming or events may either bemade available free or for a charge. If offered to you under this Agreement, such programming or events shallbe deemed to be part of, or supplied on the same terms as, the Channel.

6.3 Notwithstanding that you may have more than one Viewing Card under this Agreement, this Agreement shallapply to all uses made of the Channel at the Premises.

2 BOXNATION COMMERCIAL PREMISES TERMS & CONDITIONS

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TERMS AND CONDITIONS APPLYING TO SUBSCRIPTIONS FOR THE RECEPTION AND EXHIBITIONOF BOXNATION IN COMMERCIAL PREMISES

THE FOLLOWING AGREEMENT (THE "AGREEMENT") CONTAINS THE TERMS AND CONDITIONS WHICH APPLYTO COMMERCIAL SUBSCRIPTIONS FOR THE BOXNATION TELEVISION SERVICE. THIS AGREEMENT GOVERNSYOUR RIGHT TO RECEIVE AND EXHIBIT THE CHANNEL IN COMMERCIAL PREMISES. IT IS IMPORTANT THATYOU READ, UNDERSTAND AND COMPLY WITH THIS AGREEMENT. FAILURE TO COMPLY WITH THISAGREEMENT MAY ENTITLE US TO SUSPEND OR TERMINATE YOUR RIGHT TO RECEIVE AND EXHIBIT THECHANNEL AND/OR TO RECOVER ADDITIONAL FEES OR OTHER COMPENSATION FROM YOU.

PLEASE NOTE THAT THE RECEPTION AND EXHIBITION OF THE CHANNEL IS PROHIBITED IN SOME TYPES OFCOMMERCIAL PREMISES. PLEASE ALSO NOTE THAT RECEPTION AND EXHIBITION OF THE CHANNEL FOR PRIVATEAND DOMESTIC VIEWING IS GOVERNED BY A SEPARATE AGREEMENT AND IS NOT PERMITTED UNDER THISAGREEMENT.

1. About BoxNation and this Agreement

1.1 Your subscription contract for the Channel is between you and BoxNation ("BoxNation", "we", "us", "our").BoxNation is a limited company registered in England under company number 4809913. The registeredaddress for BoxNation is Boxing Channel Media Ltd, Kinnaird House, 1 Pall Mall, London, SW1Y 5AU.

1.2 This Agreement contains the legally binding terms and conditions which apply to your subscription for theChannel. You (and we) will be bound by these terms and conditions from the time that we accept yoursubscription for the Channel. This Agreement does not entitle you to receive any pay-per-view service. Sky isappointed as exclusive sales agent for the marketing and sale of the BoxNation Commercial TV service onsatellite. Sky (acting on its own behalf or through its agents) also provide services including customerservices and billing (including debt collection) on our behalf under the terms of this agreement and soreferences to “BoxNation”, “we”, “us” or “our” shall be construed accordingly.

1.3 If you are a natural person (i.e., not a company or a partnership) you must be over 18 to enter into thisAgreement.

2. Definitions

In this Agreement:

2.1 Channel: BoxNation;

2.2 Condition: one of the numbered conditions of this Agreement (this is Condition 2.3);

2.3 Digibox: an authorised satellite decoder using a digital conditional access (encryption) system;

2.4 General Premises: premises which we decide in our discretion may be covered by this Agreement. We shallhave discretion in determining whether any Premises shall be treated as General Premises for the purposesof this Agreement;

2.5 Minimum Term: shall have the meaning given to it in Condition 3.1;

2.6 Premises: the premises at the postal address supplied by you to us when you subscribed to the Channeland which is of the relevant Premises Type;

2.7 Premises Type: the type of premises (e.g., pub, club, hotel, office, retail, including General Premises inrespect of which you are permitted to receive and exhibit the Channel pursuant to this Agreement and asdetermined in accordance with Condition 11;

2.8 Prohibited Premises: shall include any premises at which we determine the Channel must not be receivedor exhibited from time to time;

2.9 Sky: Sky UK Ltd and any of its subsidiaries from time to time;

2.10 SMATV System: means a telecommunications system (excluding systems delivering signals by means ofwireless telegraphy) consisting of a single head end and serving only the Premises, re-transmitting televisionprogramme services to two or more television sets or screens within such Premises using a multi-channelVHF/UHF distribution system incorporating cables as a sole means of distribution and specifically excludingany system which distributes to television sets or screens by any other means;


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equipment or facilities (including, without limitation, any Digibox, satellite receiving equipment, anyinstallation or maintenance services or any equipment required to exhibit and/or view the Channel) underthis Agreement. You must make your own arrangements for the provision of all other necessary equipment,facilities and services.

8.2 A Viewing Card shall only be used by you at the Premises. You will only use a Viewing Card in the Digibox inwhich it is first used. In so far as a Viewing Card is used in relation to the receipt and exhibit of the Channel,it will be used only to receive and exhibit the Channel in the permitted areas at the Premises.

8.3 You will not part with possession of a Viewing Card. If you do, or we have reasonable grounds to believe thatyou have, we may (without prejudice to its other rights under this Agreement) invalidate your ViewingCard(s).

8.4 The possession of a Viewing Card shall not entitle you to receive the Channel.

8.5 You will not tamper with a Viewing Card or use or allow it to be used in any way or for any purpose whicheither we, SSSL or Sky have not authorised.

8.6 In order to receive the Channel without interruption your Viewing Card must be kept in the Digibox at alltimes and you are advised to keep your Digibox connected to mains supply (and suitable satellite dish) andon standby mode while not in use. The software in the Digibox is owned by and licensed to you by a thirdparty and is not your property. You must (both during the Term and afterwards) allow SSSL to update thesoftware in your Digibox by sending additional signals via satellite to the Digibox. You must not tamper withthe software or allow anyone else to do so.

8.7 If your Digibox is connected to a telephone line, information may be passed from it to us and vice versa bytelephone. We (or SSSL) will give you at least 30 days' notice if you must pay for the necessary telephonecharges. We may verify whether the Digibox is connected to a telephone line via data sent by the Digibox.

8.8 We shall be entitled to disclose your name and address and the services you receive via the Viewing Card aspart of the proper administration of the digital satellite system.

8.9 SSSL will continue to own any Viewing Card sent to you. On termination of this Agreement or on the issue ofany replacement Viewing Card, your Viewing Card must be returned to us or to SSSL on request from eitherof us or otherwise returned as we may direct.

9. Validity and Expiry of Viewing Cards

9.1 For security reasons SSSL may replace Viewing Cards from time to time. SSSL will try to send you a newViewing Card before the old one becomes invalid. We or SSSL will advertise the replacement of Viewing Cards(for example on air or in writing).

9.2 The validity of a Viewing Card shall at all times be at SSSL's or our exclusive discretion. We or SSSL may at anytime invalidate Viewing Cards to protect the security of the conditional access system or if we or SSSLbelieve that you are using or permitting the use of a Viewing Card in an unauthorised manner or forunauthorised purposes or otherwise if it is reasonable to do so.

9.3 We may suspend supply of the Channel without notice to you by authorising SSSL to invalidate your ViewingCard if any payment owed by you to us is overdue (as described in Condition 7.5). Suspension will not affectour right to terminate this Agreement under Condition 16.

10. Lost, Stolen, Damaged or Malfunctioning Viewing Cards

10.1 If a Viewing Card is lost, stolen, damaged or fails to work you must immediately notify SSSL either bytelephoning 08448 244 244 (UK) or 0818 719 888 (ROI), or by writing to: Sky Subscribers Services Limited,P.O. Box 1805, Livingston, West Lothian EH54 0BR). SSSL may charge you to cover the cost of replacing aViewing Card that is lost, stolen or (subject to Condition 10.2) damaged or fails to work.

10.2 If a Viewing Card is damaged or fails to work, you must return it to SSSL (or as it directs). If the Viewing Cardfails to work because of any malfunction which, in SSSL's opinion, arose because of a defect existing whenthe Viewing Card was supplied to you, SSSL shall replace the Viewing Card free of charge. If the Viewing Cardis faulty or damaged or fails to work in any other way or you do not return the Viewing Card to SSSL, thenSSSL can charge you the cost of replacing it. SSSL will make invalid any Viewing Card that you tell it is missingor does not work and is replaced.


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6.4 During advertising breaks or otherwise during the broadcast of the Channel you will not exhibit anypromotional or other material in such a way as to give viewers the impression that such material forms partof the broadcast of the Channel, or has been included, approved or endorsed by us, or that the Channelforms part of a broadcast or exhibition by you or a third party.

6.5 If the Channel includes any programme(s) that are identified as being for non-public/non-communal viewingonly, you must not show or exhibit in any manner any of those programme(s) in any public or communalareas of the Premises. You must only show those programme(s) in non-public/non-communal areas of thePremises. We will give you as much advance notice as soon as practicable if any programme(s) to bebroadcast as part of the Channel will fall within this Condition 6.5.

7. Subscription Payments

7.1 You must pay to us the subscription payments (together with any applicable VAT or other service tax)("Subscription Payments") in accordance with the payment plan which you selected when you subscribedfor the Channel, e.g., monthly payments ("Payment Plan") and using the payment method which youstipulated at that time, e.g., debit card, invoice ("Payment Method"). All Subscription Payments are due infull in advance.

7.2 If you choose to have more than one Viewing Card for the Premises under this Agreement then you must paythe Subscription Payments for the Channel in full for each Viewing Card that you have.

7.3 Where you have chosen to pay by debit or credit card we will collect the Subscription Payments dueautomatically from the account which you specified when selecting your Payment Method. We will collectpayment in accordance with your selected Payment Plan after we have sent you your first Viewing Card.

7.4 Where you have selected to pay in response to invoices from us we will issue an invoice (or invoices) to youin respect all payments due under your Payment Plan. We may invoice you for two or more payments at thesame time and on the same invoice. Each invoice will be payable in accordance with such terms as we maynotify to you from time to time.

7.5 We shall be entitled to suspend or terminate your rights to receive and exhibit the Channel under thisAgreement if we cannot collect the relevant amount from the debit or credit card or if any payment underinvoice is late or is, in any event, not received by the first day of the period to which it relates. We may choseto remind you that a payment is due, but we will have no obligation to do so and it is your responsibility toensure that all payments are made by the relevant due date (allowing for such time as it may take banks toprocess any payment requests). All payments must be made in full and in cleared funds by the due datewithout any set off. If full payment is not received on the due date we shall be entitled, without notice to you,to charge you interest on the overdue amount at the rate of 2% above Barclays Bank plc's base rate fromtime to time from the date the sum was due until the date of actual payment (including before as well asafter any judgment).

7.6 If your Subscription Payments change for any reason (including where you change your Payment Plan) wemay alter your payment instruction (if you have chosen to pay by debit or credit card) or re-invoice you. Wemay also charge via your chosen Payment Method for any other payment due under this Agreement,together with any other payments that you agree that we may charge to you.

7.7 We may change the terms on which you make your Subscription Payments or our pricing structure generallyat any time on giving you at least 30 days' notice (but if we do you and we do not give you any choice youshall be entitled to terminate this Agreement in accordance with Condition 16.1.2).

7.8 We may refuse your application for subscription based upon the results of an assessment of your creditstanding, including (without limitation) by using credit scoring. We may also assess your credit standing fromtime to time during the Term. We shall apply reasonable practices for administering your account based onthe results of that scoring, including applying different payment terms to your subscription. We may useinformation from, and supply information to, outside agencies for this.

7.9 Acceptance by us of any payment shall not be deemed to be a waiver of any of our rights under thisAgreement.

8. Use of Viewing Card

8.1 As standard we will provide you with 1 Viewing Card under this Agreement to receive and exhibit the Channel.Multi room subscriptions can be purchased at a premium. If you already have a Viewing Card we will arrangefor you to be authorised to receive the Channel via that Viewing Card. For the avoidance of doubt, other thanthe provision of 1 Viewing Card in accordance with this Condition 8.1, we will not provide you with any other


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interruption, time delay, addition, commercial or other insertion (including without insertion of anyon-screen prompt or icon or audio insertion) inclusion of supplemental material or content(including by inserting or overlaying any images or other visual or audio material on to the Channelor on to the television screens at the same time as the Channel is present). Without prejudice, theChannel must also be exhibited in full (without reduction in size or overlaying) on the entirety of thetelevision set or screen.

11.4.5 You warrant, represent and undertake that throughout the Term:

(a) The Hotel shall have a SMATV System and the Channel will be distributed at all times to two ormore Rooms within the Hotel only by such SMATV System;

(b) You shall have in place throughout the Term all licences, rights, clearances and consents(together "consents") required from time to time to receive and to distribute the Channelwithin the Rooms and in the Bar(s) (as appropriate) (including (but not limited to) all consentsrequired for the public performance of the Channel in the Bar(s)). You agree to produce copiesof consents to us on request; and


Bar Subscribers further warrant and represent that the Bar(s) are and shall be public licensed bar(s)in the Hotel.

11.4.6 You must not exhibit (or permit the exhibition of) the Channel in any room or area which is not aRoom or, if you are a Bar Subscriber, a Bar. Without limitation and without prejudice to Condition 14,you may not show the Channel in areas accessible to or by the public including any common areasor places, bars, lobbies, restaurants, television lounges, gyms, leisure clubs, shops and cinemalounges.

11.4.7 You may only be a Bar Customer and exhibit the Channel in your Bar(s) if you also distribute theChannel to Rooms in the same Hotel.

11.4.8 For the purposes of this Condition 11.4:

(a) A "Hotel" means a hotel, motel, guest house, boarding house and any establishment similar toany of the foregoing where the primary purpose of the establishment is to operate as a hoteloffering bedroom accommodation for paying guests;

(b) A "Bar" means a public bar area licensed and used as such within the Hotel;

(c) A "Bar Subscriber" means a commercial subscriber to the Channel who has been authorised byus to exhibit the Channel in a Bar; and

(d) "Rooms" means:

(i) bedrooms for guests or staff in a Hotel; and

(ii) offices or similar rooms used for business purposes in a Hotel and which contain atelevision set or screen on which the Channel can be seen and/or heard pursuant to thisAgreement, such rooms not being accessible to the public.

11.5 Without prejudice to Condition 11.4 in relation Hotels, where the Channel will be exhibited on a SMATVSystem other than in a Hotel ("SMATV Premises") the following provisions of this Condition 11.5 will apply:

11.5.1 Without prejudice to Condition 11.1, we shall have discretion in determining whether any premises fall withinthis Premises Type.

11.5.2 In this Condition 11.5, a "Point" means a television set or screen at the Premises connected to the SMATVSystem on which the Channel can be seen and/or heard.

11.5.3 Where the Premises Type is SMATV Premises you shall have the right under this Agreement toreceive the Channel at the Premises via digital satellite equipment and simultaneously retransmitthe Channel via a SMATV System to Points within the Premises. The Channel may be viewed only ontelevision sets or screens. Nothing in this Agreement shall give you the right to distribute, exhibit orotherwise show the Channel (including but not limited to via a computer terminal or similarequipment) or in any other area of the Premises.


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11. Additional terms and conditions specific to certain Premises

11.1 This Agreement permits the reception and exhibit of the Channel in most types of commercial premises inthe Territory. All Premises are either General Premises or of a particular type described in this Condition 11.The reception and exhibit of the Channel in General Premises is governed by the general terms andconditions of this Agreement. However, special terms and conditions, including specific restrictions, apply tothe reception and exhibit of the Channel in some Premises Types. The Premises Type in respect of which youare permitted to receive and exhibit the Channel shall initially be as you specified at the time at which yousubscribed for the Channel or as we may determine from time to time during the Term. We shall havediscretion in determining the Premises Type at which you are receiving and exhibiting (and shall bepermitted to receive and exhibit) the Channel. Where the premises at which you are receiving and exhibitingthe Channel is one of the types described in this Condition 11 you agree to abide by the relevant additionalterms and conditions, including any additional specific restrictions. Where the Premises Type is not one ofthe following you will continue to be bound by all other terms and conditions of this Agreement. (For theavoidance of doubt, these additional terms and conditions should be read in conjunction with the otherConditions and not in isolation.)

11.2 Where the Premises Type is Retail Premises you shall have the right to receive and exhibit the Channelunder this Agreement within Retail Areas only and only on television sets and screens. For the purposes ofthis Condition 11.2:

11.2.1 "Retail Premises" is a premises consisting of an enclosed area (or areas) to which the public hasaccess and the primary purpose of which is the offering of goods for sale or the availability ofservices to the public. No premises that is used in any manner for betting or that is licensed for thesale of alcohol for consumption on such premises may qualify as Retail Premises; and

11.2.2 "Retail Area" is an area (or areas) within the Retail Premises to which members of the public havefree access at all times during which the Retail Premises is open for business.

11.3 Where the Premises Type is an Office you shall have the right to receive and exhibit the Channel under thisAgreement in Staff Rooms only and only on television sets and screens. For the purposes of this Condition11.3:

11.3.1 An "Office" is an office, factory or other similar place of work used to conduct business and which isnot open to the public; and

11.3.2 A "Staff Room" is an area within the Premises used by employees or workers during breaks and atother times when they are not engaged in their work, being rooms to which the public do not haveaccess and from which members of the public would be unable to view and/or hear the Channel.

11.4 Where the Premises Type is a Hotel the provisions of this Condition 11.4 shall apply (where specific definedterms shall have the meanings given to them in Condition 11.4.8):

11.4.1 Where the Premises Type is a Hotel you shall have the right to receive the Channel under thisAgreement at the Hotel via digital satellite equipment and to:

(a) Simultaneously retransmit to the Rooms in the Hotel the Channel via a SMATV System forviewing only on television sets or screens (a "Room Service"); and

(b) Exhibit, if you are a Bar Subscriber, the Channel only within the Bar(s) and only on television setsand screens.

11.4.2 Nothing in this Agreement shall give you the right to distribute, exhibit or otherwise show theChannel in any other area of the Hotel.

11.4.3 Bars and Rooms are the subject of separate tariffs which are payable in addition to each other. Youmust obtain our separate agreement to receive and exhibit the Channel in Bars (on the one hand)and Rooms (on the other). Where you wish to include the Channel in a Room Service you must notifyus of the number of Rooms in the Hotel. You must also notify us immediately if the number of Roomsin the Hotel increases; an increase in the number of Rooms may result in an increase in theSubscription Payments which you must pay to us. It will be a fundamental breach of this Agreementif you misrepresent or under-report the number of Rooms at the Hotel at any time for which we shallbe entitled to suspend and/or terminate this Agreement and claim compensation (including costs,damages and interest) from you.

11.4.4 Subject to any restrictions on distribution or exhibition, you must distribute the Channel in yourRoom Service in full at all times to every Room in the Hotel. The distribution must be without


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13.3 We provide the Channel on an "as is" basis and make no representations or warranties of any kind withrespect to the Channel or its content, including (without limitation) as to completeness, accuracy,satisfactory quality and fitness for a particular purpose, all of which are hereby excluded to the greatestextent permitted by law.

14. Copyright

14.1 Notwithstanding any other provision of this Agreement, you must not do any of the following:

14.1.1 Copy (except as allowed under section 30(2) (fair dealing for the purposes of criticism, review ornews reporting) and section 35 (showing in schools) of the Copyright Designs and Patents Act 1988(the "Act"), redistribute or relay the Channel or any part of it or otherwise deal with the Channel orany part of it other than as permitted by the Act. The exceptions in these sections are limited andyou must make sure that you are legally entitled to rely on one of them;

14.1.2 Produce, re-produce, distribute, licence, supply or otherwise exploit any programme, service orcontent (whether audio, visual, audio-visual or otherwise) comprised in the Channel or any part of itor otherwise use it or any part of it for any commercial purpose whatsoever;

14.1.3 Exhibit the Channel or any part of it in public in circumstances where the audience has paid foradmission (within the meaning of the Act) to the place of exhibition or otherwise make any charge(whether direct or indirect) to any person for the Channel (including for the right to receive theChannel or for viewing the Channel or programmes(s));

14.1.4 Otherwise communicate any work or part of the Channel to the public by any means or for anypurpose; or

14.1.5 Receive or exhibit, or authorise the receipt or exhibit of, the Channel in any Prohibited Premises; or

14.1.6 (without prejudice to any other provision of this Agreement) directly or indirectly use or permit theChannel to be used by any person for the purpose of or in connection with any betting operation orproducing so-called "off-tube" commentaries (or similar).

14.2 We may disable or alter functions of the Channel or the Digibox to prevent you from copying the Channel andwe may prevent you from receiving the Channel if you copy it.

15. Variation of the Agreement

We may at any time change or add to the terms of this Agreement as we believe necessary. NotwithstandingCondition 18, notice of such changes or additions, or any other notice to be given by us under this Agreement maybe given by whatever means we choose, provided that such notice shall be in writing (and subject always to anyrelevant statutory requirements).

16. Termination

16.1 You may terminate this Agreement by giving us at least 30 days' written notice:

16.1.1 to expire on or at any time after the end of the Minimum Term; or

16.1.2 subject to Condition 20.7, at any time if we have given notice to you of a variation in accordance withConditions 7.7 or 15; or

16.1.3 if at any time after the Minimum Term we have given you notice of an additional restriction to beimposed under Condition 4.2.

If you wish to terminate this Agreement pursuant to Conditions 16.1.1 or 16.1.3, you must give notice not laterthan 30 days after the date on which the variation or restriction which is the subject of BoxNation’s noticeto you takes effect.

16.2 We may terminate this Agreement at any time:

16.2.1 by giving to you 7 days' written notice if you breach any provision of this Agreement (including non-payment of any Subscription Payment); or

16.2.2 immediately upon written notice where you go into receivership or liquidation (other than for thepurposes of solvent amalgamation or reconstruction) or become bankrupt or insolvent or make anycomposition with your creditors; or

16.2.3 by giving at least 30 days' written notice to you.


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11.5.4 Subject to any restrictions on distribution or exhibition, you must distribute the Channel in full at alltimes to every Point in the Premises. The distribution must be without interruption, time delay,addition, commercial or other insertion (including without insertion of any on-screen prompt or iconor audio insertion) inclusion of supplemental material or content (including by inserting oroverlaying any images or other visual or audio material on to the Channel or on to the televisionscreens at the same time as the Channel is present). Without prejudice, the Channel must also beexhibited in full (without reduction in size or overlaying) on the entirety of the television set orscreen.

11.5.5 You warrant and represent that throughout the Term:

(a) The Premises has a SMATV System and the Channel will be distributed at all times to two ormore Points within the Premises only by such SMATV System;

(b) You shall have in place throughout the Term all licences, rights, clearances and consents(together "consents") required from time to time to receive and to distribute the Channel andto exhibit it at Points within the Premises, including (but not limited to) all consents required forthe public performance of the Channel in the Premises. You agree to produce copies ofconsents to us on request; and


11.5.6 Without limitation and without prejudice to Condition 14, you may not show the Channel in areasaccessible to or by the public including any common areas or places, bars, lobbies, restaurants,television lounges, gyms, leisure clubs, shops and cinema lounges.

12. Marks

12.1 You acknowledge that certain proprietary items (collectively referred to as the "Marks"), including but notlimited to the names of the Channel, trade names and marks, service marks, logos and characters used inconnection with the Channel, titles or programmes on Channel, the corporate names of BoxNation Limitedand Sky and any other names used from time to time are, as between us and you, our exclusive property orthat of our licensors and that you do not acquire any proprietary rights in the Marks under this Agreement.You may not use the Marks without our prior written consent.

12.2 All rights, title and interest in and to the Channel and all programmes, advertising and promotional materials,ideas, formats and concepts contained therein or used in connection therewith (including all copyrights)shall, as between the us and you, at all times be our sole property or the relevant third party provider (as thecase may be) and you shall not make any express or implied claim to the contrary. You shall not do anythingthat may indicate that any other programming is part of, or connected with, the Channel or originated by us.

13. Liability

13.1 We have no liability under this Agreement or otherwise in contract, tort (including negligence) or for breachof statutory duty in respect of any of the following:

13.1.1 any defect in a Digibox and/or other receiving equipment used by you;

13.1.2 any defect in a Viewing Card or any unauthorised use of, or tampering with, the Viewing Card,negligence by you or failure to follow Sky's, SSSL's or our user instructions;

13.1.3 any use of a Viewing Card with any decoding apparatus not authorised by Sky, SSSL or us;

13.1.4 any indirect or consequential loss (including, for the avoidance of doubt, economic loss) resultingfrom breach of contract, negligence or any other tort on our part or any of our officers, employees oragents;

13.1.5 the termination of this Agreement in accordance with its terms;

13.1.6 any failure by us to perform our obligations under this Agreement (including but not limited toprovision of the Channel) caused by events outside our reasonable control.

13.2 All previous written or oral representations expressed or implied are hereby excluded to the greatest extendpermitted by law.


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20.4 You agree to indemnify and hold us, our officers, directors and employees harmless from and against anyand all claims, damages, liabilities, costs and expenses arising out of the breach of any representation,warranty, agreement or undertaking made by you under this Agreement.

20.5 References to a "Viewing Card" in connection with the provision of the Channel under this Agreement shallbe deemed to be (and shall be construed as) references to all Viewing Cards supplied pursuant to thisAgreement.

20.6 All sums are quoted exclusive of VAT or any other applicable service tax. In addition to such sums, you willpay all VAT or other applicable service tax due thereon.

20.7 We may change our provider of conditional access (encryption) services from time to time without notice toyou. If we do, all references in this Agreement to SSSL shall be deemed amended to be references to thatnew provider of conditional access services. We will tell you if the address for the purposes of Condition 10.1has changed. A change of conditional access provider and any consequential changes to this Agreementshall not be an amendment to this Agreement which will entitle you to terminate in accordance withConditions 7.7, 15 or 16.1.2.

21. Law and Territory

This Agreement is governed by the laws of England and Wales and the English courts shall have exclusivejurisdiction.

Correct at time of print: June 2016


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16.3 Following termination of this Agreement, any Viewing Cards supplied to you under this Agreement will beinvalidated in so far as they enable you to receive and exhibit the Channel and you will no longer be entitledto receive the Channel.

16.4 If you terminate this Agreement pursuant to Conditions 16.1 or if we terminate this Agreement pursuant toCondition 16.2.3 we will repay to you a pro rata amount of any Subscription Payment which you have paid inadvance in relation to the period after the effective date of termination (but only if the amount repayableexceeds £25). We shall not be liable to repay any amount you may have pre-paid in any other circumstance.

16.5 Termination of this Agreement for whatever reason shall not affect your or our rights or remedies in respectof any antecedent breach of this Agreement or any outstanding obligations which either of us may have tomake any payment. Further, termination will not affect, suspend or release either of us from our respectiverights, liabilities and obligations which are expressly or impliedly intended to survive termination.

17. Right to Transfer Agreement

We reserve the right at any time to transfer, assign, sublicense or otherwise dispose of our rights and/or obligationsunder this Agreement to any company, firm or person provided that the transfer will not affect your rights underthis Agreement. You may not transfer, assign, sublicense or otherwise dispose of any of your rights and obligationsunder this Agreement.

18. Notices

18.1 Any notice to be given under this Agreement must be in writing. A notice to you may be sent by fax, pre-paidpost or by email to the details for correspondence which you provided to us at the time of subscribing forthe Channel. You must send any notices to us to Sky by pre-paid post to:

PO Box 1805LivingstonWest LothianEH54 7XG

(or such other address(es) as we may notify to you from time to time). For the avoidance of doubt, a noticefrom BoxNation (or Sky as the case may be) may be sent alone or with other material sent to you byBoxNation (or Sky).

18.2 All notices shall be deemed (until the contrary is proved) to have been received 3 working days after postingor on the following working day if sent by fax or email.

19. Data Protection

If you are a natural person (as opposed to a company or partnership) we will deal with any personal data which yougive to us in accordance with all applicable data protection law. To allow you to receive and exhibit the Channel it isnecessary for us to share personal details including with Sky to allow them to perform services in accordance withthis Agreement. Where natural persons have given us their consent, we may use and share data for marketing andresearch purposes and we may pass such information to third parties. You agree that we may use and passinformation to third parties for the purposes of making credit decisions, fraud prevention, to pursue debtors, toperform our obligations under this Agreement and as otherwise permitted under this Agreement.

20. Miscellaneous

20.1 A waiver by either party of a breach of any term or condition of this Agreement in one instance shall not bedeemed as a continuing waiver or a waiver of any subsequent breach.

20.2 If any term of this Agreement is found by any court or regulatory body of competent jurisdiction or isotherwise deemed to be void and/or unenforceable then it shall be severed and struck out of thisAgreement. All of the other provisions shall survive in full force and effect to the extent necessary to giveeffect to the intention of this Agreement.

20.3 The parties to this Agreement do not intend that any term of this Agreement shall be enforceable by a thirdparty solely by virtue of the Contracts (Rights of Third Parties) Act 1999.

Terms & Conditionsof WiFi from The Cloud

08442 411 909 (Independent Outlets)

08448 245 000 (Group Customers)

Call costs to Sky will vary depending on where you are calling from

sky.com/business

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1. DEFINITIONS

1.1 In this Agreement the following expressions have the following meanings:

Affiliate: in respect of any party their subsidiary and holding companies (as defined in Sections 1159 and 1162 ofthe Companies Act 2006) and any other subsidiaries of such holding companies;

Backhaul: the method of getting data from the Hotspot back to the Network;

Contract Form: the form which sets out your details and your order for Services at your Premises. This will eitherbe signed by you or sent to you with your welcome letter if you join over the phone or online;

Customer or You: the person, company or business entity set out as such in the Contract Form;

Edge Device: a router and access point (or similar equipment) selected by Sky;

Equipment: means the PSTN line, Edge Device and any other equipment supplied to you by Sky under thisAgreement;

Hotspot: a location in your Premises where Sky agrees to provide Services through an Edge Device connected overa Backhaul connection to Sky's data centre;

Landing Page: the web page which offers the User the option to log on to the Services;

Materials: any documents and materials supplied by Sky in connection with the Services, which may alsoincorporate the marks and/or logos of the Customer, Sky, an Affiliate of Sky or Partners;

Minimum Term: 12 months from the date Services are Switched On at each Hotspot;

Network: the Wireless Broadband network operated by Sky;

Other Wireless Technologies: any wireless communication technology which Sky may integrate into the Network,including without limitation the standards commonly known as:

(a) WiMax;

(b) 2.5G;

(c) 3G;

(d) 4G;

(e) UMTS;

(f) GSM;

(g) UWB;

(h) Bluetooth

and other mobile data technologies but excluding RFID;

Partner: any Affiliate of Sky, third party partner of Sky or an Affiliate of Sky, providing Wireless Broadband accessfor Users, including, but not limited to, wireless internet service providers (WISPs), roaming partners or mobilenetwork operators;

PAYG Access: access to the Network provided to Users by Sky directly and paid for at the time of access by way ofvoucher, credit card or other payment method;

Premises: the details of which you have provided to us in the Contract Form;

Services: such Wireless Broadband access services as Sky shall, at its sole discretion, select to be provided at eachHotspot;

Standard Set Up: means the standard installation of the Equipment during two separate visits to your Premisesas further detailed in clause 2.4 below;

Switched On and Switch On: the point in time at which the relevant Hotspot is verified by Sky as working after thedate of this Agreement;

User: any person using or attempting to use the Services; and

Wireless Broadband:

(a) a network conforming to the IEEE802.11(a), (b), (g) and/or (n) standards (as varied or amended fromtime to time) and any new wireless standard being analogous to or a development of suchstandards which comes into commercial use at any time during the term of this Agreement andwhich Sky may at its discretion integrate into the Network; and/or

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TERMS AND CONDITIONS OF WiFi POWERED BY THE CLOUD FROM SKY

Please take a few minutes to read the conditions of this Agreement and the Privacy Policy carefully.

These are the conditions on which we will provide access to WiFi at your Premises. When you or a

third party accepts the installation of Equipment at your Premises you are accepting the terms of

this Agreement.

Where we refer to 'we' or 'us' in these conditions, this will mean Sky UK Ltd (Sky). Sky UK Ltd is

registered in England (Company Number 02906991) at Grant Way, Isleworth, Middlesex TW7 5QD.

We are responsible for providing Wireless Broadband internet access and the Equipment in line with

these conditions. We may from time to time provide the services and Equipment to you using our

Affiliates and third parties so any reference to Sky should be construed accordingly.

If you have any questions about your WiFi check the 'Frequently Asked Questions' on our website at

sky.com/business. If you still can't find the answer you are looking for, you can:

■ e-mail us at [email protected]

■ write to us at Sky Business, PO Box 1805, Freepost SCO3501Livingston, West Lothian, EH54 0BR

■ call 08442 411 909 (Independent Outlets) or 08448 245 000 (Group Customers)

If you should have cause to complain, please contact us on the number above. Sky does not have a refund policy as

we prefer to deal with each complaint on a case-by-case basis, but, if you feel the service you receive falls below

that which you should reasonably expect from Sky, we will ensure that your complaint is dealt with appropriately.

Should your complaint not be concluded to your satisfaction, the complaint may be escalated within Sky.

If you are a small business customer (having no more than 10 individuals working for you) and we have not resolved

your complaint to your satisfaction after eight weeks or if you have received a letter from us saying that your

complaint has reached "deadlock", you may make a complaint through the Ombudsman Service (communication),

an independent alternative dispute resolution scheme. They will investigate your complaint and if they decide that

your complaint is justified, Sky will act on any decision they make and put things right for you. You can find their

contact details on their website http://www.ombudsman-services.org/communications.html

WHAT YOU WILL PAY:

You can find up-to-date information about our current charges and availability for your premises type at

www.sky.com/business. Any variations to the above prices for your premises type will be set out in your relevant

“Pricing and Packaging flyer” and shall take precedence over the above.

SUBSCRIPTION PAYMENTS FORACCESS TO WIFI FROM THE CLOUDAT YOUR PREMISES

Except as otherwise stated in the Pubs UK 12 Month Pricing &Packaging flyer or the Care Home UK Pricing and Packaging Flyer,free for as long as you subscribe to a Sky TV commercialsubscription. Otherwise £35 a month (ex VAT)

EQUIPMENT SET UP PER HOTSPOT Except as otherwise stated in the Care Home UK Pricing andPackaging Flyer, as part of a Standard Set Up, you will pay £350(ex VAT) for the first access point. Extra costs apply dependenton the number of additional access points you need.

MONTHLY SERVICE FOR PSTN LINEAND BACKHAUL

No extra charge as long as you subscribe to a Sky TV commercialsubscription

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(b) wired or wireless IP access networks; and/or

(c) Other Wireless Technologies; and/or

(d) a combination of (a) (b) and (c); and/or

(e) such other wireless networks as Sky may from time to time at its discretion integrate into theNetwork.

2. SERVICES AND EQUIPMENT

2.1 Subject to the terms and conditions of this Agreement and the User consenting to the Sky terms andconditions from time to time (available from the Landing Page) and, as may be applicable, Partner terms andconditions, Sky shall:

(a) provide the Services to Users at each Hotspot which is Switched On and provide Users at a Hotspotwith access to Services provided by such Partners as Sky, at its sole discretion, shall grant access tosuch Hotspot;

(b) during the service hours specified from time to time by Sky provide the Customer with access to asupport desk to assist with problems with the Hotspot and/or the Services;

(c) design, host, maintain and update the Landing Page within its sole discretion, including the provisionof any other services Sky may at its discretion provide via the Landing Page;

(d) input the Premise's details into the locator tool on Sky's website and/or such third party locator toolsas Sky may support, and license such data to third parties to promote access to the Services(provided that such data shall not include Personal Data as defined in the Data Protection Act 1998);

(e) take reasonable steps to ensure that Sky and the Partners observe regulations affecting or coveringthe Premises including any health and safety and security regulations notified to it by the Customer;

(f) provide Edge Device(s); and

(g) for each Premises, provide a working PSTN line and the Backhaul.

2.2 The parties acknowledge that some of the Premises may not be able to receive the Services and Sky shall notbe under any obligation to do so for the following reasons:

(a) a physical issue with the ability to install the Equipment e.g. lack of planning consent; or

(b) the speed of the Services received at a Hotspot is less than 2Mbps which could result in a poor Userexperience.

2.3 The Customer acknowledges that Sky's ability to provide the Services is dependent on the availability of anacceptable Backhaul service to the Hotspot.

2.4 A Standard Set Up of your Equipment will require two visits to your Premises and comprises the following:

(a) An engineer attending your Premises to install a single PSTN line. The PSTN line will need to besituated within 1 metre of 2 available power sockets. If 2 available power sockets are not availablethen you must pay the additional charges for the additional equipment to complete the installation.Sky will provide the engineer with instructions of where the PSTN line should be located but you willagree the final location of the PSTN line with the engineer on the visit to your Premises. If a locationcannot be agreed, this may result in your PSTN line installation being re-booked;

(b) An engineer attending your Premises on a separate visit for up to 90 minutes to install the EdgeDevice. This will include:

• Fixing of the access point to a wall, the location of which will be agreed between the engineerand you;

• Installation of a maximum of 10 metres of telephone cable from the PSTN line to the router;

• Installation of a suitable length of Ethernet cabling to connect the router to the access point;

• Use of any available patch panels to connect the router to the access point, with your consent;

2.5 A Standard Set Up assumes that no additional cabling, bracketry or other equipment is required which arebeyond the scope usual in a normal installation. A Standard Set Up further assumes that if you already haveWireless Broadband equipment, you will not continue to use it. You will be responsible for meeting all costsof installation carried out beyond Standard Set Up (including for additional equipment and labour time).

Your engineer will inform you of the additional costs before commencing work. Alternatively, if you do notagree to those charges, you may cancel your installation and Sky will repay anything you have already paidfor it less any costs already incurred. If you already have cabling installed at your Premises then this may beused for the installation without any obligation to you.

2.6 If our engineer considers that additional work is required beyond a Standard Set Up, it may be necessary tocarry out a site survey of your Premises on another day to provide an accurate scope and costing for yourinstallation. If this is the case, we will discuss this with you and all associated costs before any site survey orfurther work is carried out. Following the results of the site survey, we will be able to advise you when yourinstallation can be completed.

2.7 The Customer accepts that Services may fail from technical fault or otherwise from time to time. You shallreport any faults by telephone using the telephone number provided above. Sky will take steps to correctfaults as soon as is reasonably possible.

2.8 Sky may from time to time suspend or terminate the Services to any and/or all Hotspots for technical,operational or other reasons or when it is compelled to do so by any lawful authority.

2.9 Sky may provide Materials to the Customer. Sky retains the right to veto the adaptation of its own literatureand to modify the set of standard Materials from time to time at its discretion.

2.10 Sky reserves the right to charge the Customer on a time and materials basis (at Sky's then prevailing rates)plus expenses where assistance is required to correct a fault at a Hotspot which has arisen due to theCustomer's negligence or mistreatment of any equipment or Backhaul connection needed for the Hotspotto operate.

2.11 The Customer agrees that Sky shall be the exclusive supplier to the Customer of Services using WirelessBroadband for the duration of this Agreement.

2.12 If you are an individual, you must be 18 or over to place your order and enter in to this Agreement.

2.13 You or the Users (as applicable) will be responsible for all charges that are incurred for accessing anycontent services via the Services.

2.14 The Customer acknowledges that the Landing Page and the Materials may use the branding of Sky or anAffiliate of Sky (to be at Sky’s discretion). Sky may update the Landing Page including (but not limited to) thecomponents, specification, layout, functionality and colour schemes at its discretion and withoutnotification.

3. TERM

3.1 You must take and, if applicable, pay for the Services at each Hotspot for the Minimum Term. After theMinimum Term you will continue to receive and, if applicable, pay for the Services to each Hotspot until eitherparty terminates Services at a Hotspot or this Agreement in accordance with clause 10.

3.2 The Minimum Term in respect of each Hotspot is independent of each other Hotspot and termination ofServices to one Hotspot will not affect the duration of Services to any other Hotspot.

3.3 This Agreement shall continue (subject to clause 10) until the Services provided to each of the Hotspotsrelevant to this Agreement are terminated.

3.4 For each new Hotspot that is Switched On a new Minimum Term shall apply in respect of that Hotspotregardless of whether an existing or new contract/account number is allocated to you.

4. EQUIPMENT

4.1 Sky may, at its own discretion and expense, install upgraded Edge Device, Backhaul and/or othercomponents of the Network at any time, irrespective of whether or not Sky originally supplied such item.

4.2 The Equipment shall at all times remain the property of Sky, and you shall not in any way sell, offer for sale,transfer, let, license, mortgage, charge or otherwise deal in any way with that Equipment or parts thereof orpermit any lien to be created over the same nor allow the same to be seized by execution, distress or otherlegal process.

4.3 Should any distraint be threatened or levied in respect of any of the Equipment then your entitlement to be inpossession of that Equipment will cease immediately. You must give immediate notice of such distraint to Sky.

4.4 You must only use the Equipment to get access to the Services at the Premises and not for any otherpurpose.


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4.5 Once your application has been processed, we will contact you to arrange for installation of the Equipment.This will require two separate visits to your Premises: one visit to install a PSTN line and a second to installthe Edge Device. We will organise days for these installations which are convenient to both you and us. Thismay take up to 6 weeks but will be subject to your availability, the availability of the Equipment and ourinstallation partners. You must ensure that we are able to access your Premises on the appointed days toallow the installation to take place. You may be charged for missed appointments or if the installationcannot be carried out if this is caused by you.

4.6 The installation of the Equipment may require the agreement or consent of, for example, a landlord or thelocal council or authority. You are responsible for ensuring that all these agreements and consents havebeen obtained before we commence installation.

5. FEES AND SUBSCRIPTION PAYMENTS

5.1 You must pay the Equipment Set Up and any site survey fees (as applicable) upfront when placing yourorder.

5.2 Sky will collect the Subscription Payments due automatically from your account each month in advance afteryour Service has been Switched On at a Hotspot.

5.3 In the event that any amount is overdue for payment under this Agreement, Sky may at its election withoutprejudice to its other rights and remedies under this Agreement:

(a) charge interest at an annual rate of 8% above HSBC’s base rate from time to time from the date thesum was due until the date of actual payment (or otherwise in line with the rates set out under theLate Payment of Commercial Debts (Interest) Act 1998, as amended). Sky may also seekcompensation for the cost of recovering such debt in line with the guidelines as set out under theLate Payment of Commercial Debts (Interest) Act 1998, as amended; and/or

(b) suspend the supply of the Services; and/or

(c) convert the Services to PAYG Accessfor Sky's sole benefit;

5.4 All sums are quoted exclusive of VAT. In addition to such sums, you will pay all applicable VAT thereon. Allpayments made by you must be made in full by the date on which they are due without any set off.

5.5 Sky may alter your payment instruction if your Subscription Payments change for any reason. Sky may alsocharge any other payment under this Agreement under your payment instruction, together with any otherpayments that you agree that we may charge under your payment instruction.

5.6 Sky can change the Subscription Payments or its pricing structure generally at any time on giving you onemonth’s notice.

5.7 Sky may refuse your application for subscription based upon the results of an assessment of your creditstanding, including (without limitation) by using credit scoring. Sky may also assess your credit standingfrom time to time during the term of this Agreement. Sky shall apply reasonable practices for administeringyour account based on the results of that scoring, including applying different payment terms to youraccount. Sky may use information from, and supply information to, outside agencies for this.

5.8 You can pay the Subscription Payments by direct debit or credit card (Mastercard or VISA).

5.9 Acceptance by Sky of any payment shall not be deemed to be a waiver of Sky's rights, notwithstanding suchphrases as “complete and final payment” or “payment in full” or any such similar phrase accompanying yourpayment.

6. CUSTOMER OBLIGATIONS

6.1 The Customer and its Affiliates shall throughout the term of this Agreement:

(a) provide Sky with control over, and co-operate with Sky and the Partners in respect of, all mattersrelating to the installation, configuration, maintenance, operation, use and marketing of theHotspot(s), Equipment and/or Services;

(b) allow Sky to operate the Hotspot in a similar fashion to other Hotspots in the Network, includingallowing Sky to provide Services from any and all Partners as Sky may, at its sole discretion,determine and upon the terms and conditions of Sky's agreements with such Partners;

(c) where necessary obtain and maintain all necessary third party permissions and/or rights to provideServices in each of the Hotspots and maintain such permissions and/or rights throughout the

period of service applicable to each Hotspot;

(d) in the event that Sky displays and/or uses the Customer's logo and descriptive informationconcerning the Customer and the Hotspots in the Materials, on the Landing Page, Sky's website,and/or, in the case of descriptive information only, any information resource operated by a Partner,hereby grant to Sky all permissions or licences necessary for such display and/or use;

(e) at its own expense provide power to each item of the Equipment for the operation of the Hotspotand keep the Edge Device switched on at all times, in accordance with specifications prescribed bySky from time to time;

(f) not carry out or permit any modification, repair, removal, or disconnection of the Equipment orotherwise carry out any work on the same, and not use or permit to be used the Equipment for anypurpose other than the provision of the Services by Sky pursuant to this Agreement;

(g) provide Sky and the Partners with reasonable and prior agreed (which agreement shall not beunreasonably withheld or delayed) access to the Hotspots: (1) to inspect, maintain, test or removethe Equipment or the Hotspot (as relevant); and / or (2) to conduct quality of service measurementor other reasonable research in respect of the Services; (3) conduct staff training; and (4) displayand place Materials and other materials to create awareness of the Services at the Hotspot;

(h) except in relation to private applications for the Customer's internal business purposes (includingconnectivity for ePos systems) which are already in use at the date of this Agreement, not enter intoany agreement with any third party for the promotionor provision of any services similar to theServices (including installation of any equipment needed to provide similar services) without theprior written approval of Sky;

(i) prior to Switch On and throughout the term that Services are provided at each Hotspot promote theavailability of Services to Users in the areas where the Services are available and communal areas(including but not limited to reception areas, and entrances) of the Premise(s) using the Materialssupplied by Sky;

(j) publicise, and allow Sky to publicise (including promotional activity), the availability of the Services;

(k) not do nor to authorise any other party to do anything that does not comply with any relevantlegislation or regulation or is in any other way unlawful, or that may damage or adversely affect Sky'sor Partners' brand or reputation;

(l) not resell or sublicense the Services; and

(m) indemnify Sky up to the full replacement value against fire, theft, damage or vandalism to anyproperty of Sky whilst the same is sited at any Hotspot (including the Equipment).

6.2 Without prejudice to Sky’s rights under clause 10, if the Customer fails to fulfil its obligations under clause6.1, then Sky may at its option:

(a) suspend or cease the provision of Services to any Hotspot affected by any such failure; or

(b) assume the obligation at the cost of the Customer.

7. WARRANTIES

7.1 You warrant and represent that:

(a) you have the full right, power and authority to enter into this Agreement and to perform yourobligations hereunder;

(b) the execution and performance of this Agreement by you does not and will not violate anyagreement to which you are a party;

(c) the Premises is carrying out and shall throughout the term of this Agreement carry out the businessactivity which was being carried out when you entered into this Agreement;

(d) you shall give written notice to Sky within 14 days of any change of business use or activity at thePremises coming into effect. On receipt of such notice we will review whether the Agreement you aresubscribing to is appropriate for the Premises type and take action as appropriate; and

(e) you shall have in place throughout the term of this Agreement, all licences, rights and consentsrequired from time to time to receive the Services at your Premises. You agree to produce suchcopies of any such consents to Sky on request.

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giving written notice to Sky at the same time as any notice you give under that agreement. If you donot give notice at the same time you shall be deemed to have elected to continue to take theServices in accordance with this Agreement and pay for the Services at the applicable rate.

10.3 Sky may terminate this Agreement at any time:

(a) by giving you 7 days written notice if you breach any provision of this Agreement (including non-payment of any Subscription Payment, if applicable);

(b) immediately on written notice where you go into receivership or liquidation (other than for thepurposes of solvent amalgamation or reconstruction) or become bankrupt or insolvent or make anycomposition with your creditors; or

(c) by giving at least one month's written notice to you.

10.4 If your Sky TV commercial subscription agreement is suspended or ends, Sky may, at its discretion either:

(a) suspend or end this Agreement;

(b) charge you the relevant Subscription Payments for receiving the Service as a non-Sky TV commercialsubscriber.

10.5 If your Sky TV commercial subscription agreement is terminated at any point during the Minimum Term ofany Hotspot you must continue to pay Subscription Payments to Sky for the Services you receive at thatHotspot at the rate for non-Sky TV commercial subscribers for the remainder of the Minimum Term.

10.6 If the Services at a Hotspot are terminated during the Minimum Term other than in accordance with theprovisions of clause 10.1(b), 10.2(b) or 10.3(c), you shall pay to Sky an early termination charge. This earlytermination charge will not be more than the charges you would have paid Sky for the remainder of theminimum term less any costs we save. This clause 10.6 shall be without prejudice or limitation to any otherremedies available to Sky in respect of any breach of the Agreement by you or the breach of any offer termswhich apply to you.

10.7 Termination of this Agreement for whatever reason shall not affect the rights or remedies of either party inrespect of any antecedent breach of this Agreement. Termination will not affect, suspend or release theparties from their rights, liabilities and obligations which are expressly or impliedly to survive termination.

10.8 Upon the termination of this Agreement for any reason:

(a) all monies owed to Sky shall be paid on demand; and

(b) you shall give reasonable access to the Premises to allow Sky to collect any Equipment;

(c) the PSTN line and Backhaul supplied will be deactivated but you acknowledge that the PSTN lineaccess point will not be removed from the Premises.

11. NOTICES

11.1 Any notice to be given under this Agreement must be in writing. A notice to you may be sent by fax or by pre-paid post or by email to, or in accordance with, the Customer's details for correspondence set out in theContract Form. A notice to Sky must be sent by pre-paid post to: Sky Subscribers Services Limited, PO Box1805, Livingston, West Lothian, EH54 7BR (UK) with a copy to the Head of Legal and Business Affairs, SkyUK Ltd Grant Way, Isleworth, Middlesex, TW7 5QD (or such other address(es) as Sky shall notify you). Anynotice sent by Sky may be sent alone or with other material.

11.2 All notices shall be deemed (unless the contrary is proved) to have been received three (3) days afterposting or on the following day if sent by fax or email.

12. MISCELLANEOUS

12.1 A waiver by either party of a breach of any term or condition of this Agreement in one instance shall not bedeemed as a continuing waiver or waiver or any subsequent breach.

12.2 If any term of this Agreement is found or otherwise deemed to be void and/or unenforceable then it shall besevered and struck out of this Agreement. All of the other provisions shall survive in full force and effect tothe extent necessary to give effect to the intention of this Agreement.

12.3 The parties to this Agreement do not intend that any term of this Agreement shall be enforceable by a thirdparty (as defined in the Contracts (Rights of Third Parties) Act 1999).

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8. RIGHT TO TRANSFER AGREEMENT

8.1 Sky may at any time transfer its rights and/or obligations under this Agreement to any company, firm orperson provided that the transfer will not affect your rights under this Agreement. You may not transfer anyof your rights and obligations under this Agreement.

9. LIABILITY

9.1 Sky and its agents do not exclude or limit their liability to you for fraud or personal injury or death resultingfrom their negligence.

9.2 Neither Sky, nor its agents has any liability under this Agreement in respect of the following:

(a) any defect in any equipment used by you in conjunction with the Equipment to access the Services;

(b) any unauthorised use of the Services or Equipment;

(c) your negligence or failure to follow Sky's reasonable instructions;

(d) any indirect or consequential loss (including loss or corruption of information, or any loss ofbusiness, contracts, profits, anticipated savings, reputation or revenue) resulting from breach ofcontract, negligence or any other tort on the part of Sky or any of its officers, employees, sub-contractors or agents;

(e) the termination of this Agreement or the termination of your Sky TV commercial subscription (ifapplicable) in accordance with the terms of that agreement;

(f) suspension or termination of the Service in accordance with the terms of this Agreement;

(g) any failure in their performance of this Agreement (including but not limited to provision of theService and Equipment) caused by events outside their reasonable control including withoutlimitation and by way of example only, lightning, flooding, exceptionally severe weather, fire,explosion, severe computer virus, war, terrorism, civil disorder, industrial disputes, acts of local orcentral Government or other competent authority, acts of Sky's suppliers or partners, legal orregulatory constraint on Sky offering Services, or legislation requiring licensing of the presentlyunregulated spectrum used by elements of the Services;

(h) for any loss or damage caused by the Services, Equipment, us, or any of our officers, employees, sub-contractors or agents, if the loss or damage results from you breaking any term of this Agreement;

(i) for any loss or damage caused by viruses or unauthorised use of, or attempts to access, the Servicesor your equipment.

9.3 All previous written or oral representations expressed or implied are hereby excluded. Where any Affiliate ofSky acts as agent under this Agreement, it has no liability to you whatsoever.

10. TERMINATION

10.1 You may terminate Services at any Hotspot:

(a) by giving Sky no less than 30 days' written notice to expire on or at any time after the end of theMinimum Term;

(b) by giving Sky no less than 30 days' written notice if Sky has given notice to you of a variation inaccordance with clause 5.6 or 12.10 during the Minimum Term, which is likely to result in a change ofmaterial detriment to you. This notice shall expire at the earliest on the date on which such materialchange takes effect unless you are able to terminate this Agreement earlier by giving notice inaccordance with clause 10.1 (a), in which case it will take effect on the earlier date.

If you wish to terminate any Hotspot pursuant to clause 10.1 (b) above, such notice must be given by you nolater than one month after the date on which the variation or restriction is notified to you.

10.2 If you subscribe to a Sky TV commercial subscription agreement and you terminate that agreement inaccordance with Conditions 17.1(b) or 17.1(c) of the standard terms of that agreement you may either:

(a) continue to receive Services under this Agreement on a standalone basis and pay the SubscriptionPayments at the rate for non-Sky TV commercial subscribers; or

(b) terminate this Agreement at the same time as your Sky TV commercial subscription agreement by


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12.4 You agree to indemnify and hold Sky, its officers, directors, employees and agents harmless from and againstany and all claims, damages, liabilities, costs and expenses arising out of the breach of any representation,warranty, agreement or undertaking made by you under this Agreement.

12.5 Sky may at any time, without notice to you, set off any liability that you may have to Sky (or any Affiliate ofSky), whether under this Agreement or otherwise, against any liability that Sky may have to you. This applieswhether any such liability is present or future, liquidated or unliquidated and irrespective of the currency ofdenomination. If the liabilities to be set off are expressed in different currencies, Sky may convert eitherliability at a market rate of exchange for the purpose of set off. Any exercise by Sky of its rights under thisclause shall be without prejudice to any other rights or remedies available to Sky under this Agreement orotherwise.

12.6 Where the Customer issues a purchase order to Sky relating to the Services and/or any additional services,the Customer agrees that unless otherwise agreed the terms of such purchase order shall not apply andsuch purchase order shall be accepted by Sky for the sole purpose of referencing invoices.

12.7 Any publicity to be issued by either party in connection with this Agreement (including any dispute arising)shall only be issued with the prior written consent of the other party, such consent not to be unreasonablywithheld or delayed.

12.8 Except as expressly provided in this Agreement the Customer will have no rights in respect of any intellectualproperty rights used by Sky, Partner(s) or agents in relation to the Services, Equipment, Landing Page or theMaterials and the Customer acknowledges that all such intellectual property rights are and shall remainvested in or controlled by Sky, the Partner(s) or those agents respectively.

12.9 This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship orother relationship between the parties other than the contractual relationship expressly provided for in thisAgreement and neither party has, nor may it represent that it has, any authority to act or make anycommitments on the other party's behalf.

12.10 At any time Sky may change or add to the terms of this Agreement as it believes necessary. Notice of suchchanges or additions, or any other notice to be given by Sky under this Agreement may be given by whatevermeans Sky chooses (subject to any statutory provision and notwithstanding clause 11 above). Where anysuch change is likely to be of material detriment to you Sky shall give you at least one month's notice of suchchange and you may end this Agreement in line with clause 10.1(b) without penalty.

12.11 This Agreement contains all the terms which the parties have agreed in relation to the subject matter of theAgreement and supersede any prior written or oral agreements, representations or understandingsbetween the parties (including any between the Customer and any Affiliate of Sky).

12.12 This Agreement is governed by the Laws of England and the English courts shall have exclusive jurisdiction.

PRIVACY POLICY

A. By becoming a customer you agree that any member of the Sky UK group and any company which maysucceed our businesses may use and share, within that group, the information you provide and otherinformation we hold about you for account management and market research. Our business partners mayalso use this information for customer profiling purposes, analysis and market research. If false or inaccurateinformation is provided and fraud is identified, details may be passed to fraud prevention agencies. Lawenforcement agencies may access and use this information. We and other organisations may also accessand use this information to prevent fraud and money laundering, for example, when:

■ Checking details on applications for credit and credit related or other facilities;

■ Managing credit and credit related accounts or facilities;

■ Recovering debt;

■ Checking details on proposals and claims for all types of insurance;

■ Checking details of job applicants and employees;

■ We and other organisations may access and use from other countries the information recorded byfraud prevention agencies.

In addition, we may provide information to third parties for the purposes of preventing or detecting crime orfor the purpose of safeguarding national security. We also provide information when required to do so bylaw (for example under a court order) or in response to properly made demands in accordance withlegislative powers. Disclosures made will be in accordance with applicable data protection legislation.

B. Unless you have told us otherwise any member of the Sky UK group (and any company which may succeedour businesses) and third party Business Partners, may use and share the information you provide andother information we hold about you for the marketing of Sky's and third parties' products and servicesincluding for a reasonable period of time after you cease to be a customer. This may include contacting youfor marketing by post, telephone, email or SMS and using and publishing information about your premises inapplications designed to promote the availability of Sky services at your premises.

C. If you haven't already told us that you don't want your information to be used as set out in paragraph Babove, then please call Sky Business Customer Service on 08448 244 244 (UK) or 0818 719 888 (Republicof Ireland) or send an email to [email protected].


SB/TC/WIFI/0616

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