Sky Sports brings your business the best sporting action across 10 dedicated Sky Sports channels, ensuring you, your customers and your business benefit from an outstanding live sport experience all year round.

With unrivalled marketing tools to help you draw the biggest crowds, plus arange of discounts that help you save money off your bill, there has neverbeen a better time to join Sky.

> 126 Premier League games, 3x more than any other broadcaster

> 127 Sky Bet Football League games, increasing to 183 matches from the start of the 2019/20 season

> 30 SPFL games, including up to 4 Old Firm SPFL derbies

> International Rugby Union including the summer tours, plus the European Rugby Champions and Challenge Cups

> Every England home Test match, ODI and T20

> All 20 F1® races live

> Up to 100 exclusively live Rugby League games, with 80from the Super League

> The 2018 Ryder Cup from Le Golf National in Paris, plus The Open, the US Open and the PGA and European Tours

Pubs UKPackage & Pricing

The F1 Logo, F1, FO

RMUL

A 1, FIA FO

RMUL

A ONE

WORLD CH

AMPIONS

HIP, GRA

ND PRIX and related marks are trad

emarks of Formula One Lice

nsing BV

, a Formula One group

compa

ny. All rights reserved.

Save up to 33%

with MolsonCoors

SB/PP/PUK/0118M019 MAWW

Premier League

Pubs UK Pubs UK

Sky TV 12 Months 30 Days

Package Sky Ultimate Sky Ultimate

Minimum Term 12 months 30 Days

Content

Premium Sports Channels 4 4

Entertainment Channels 4 4

HD 4 4

Racing Pack Additional cost Additional cost

BoxNation Additional cost Additional cost

Sky Sports Box Office Additional cost Additional cost

Sky WiFi

Sky WiFi 4 £35 per month

Sky WiFi set up £350one off cost £650 one off cost

Sky WiFi Premier £20 per month £55 per month

Sky WiFi Premier set up £450one off cost £950 one off cost

Equipment

1st Viewing Card 4 4

1st Sky Box FREE^ £75 one off cost

2nd Viewing Card FREE £150 per month

2nd Sky Box FREE^ £75 one off cost

3rd Viewing Card FREE† £75 per month

3rd Sky Box FREE †̂ £75 one off cost

Discounts

Save up to 33% with Molson Coors 4 6

Location, food and outdoor sports areadiscounts available

4 4

Choose your contract plan and equipment

Prices exclude VAT. Sky WiFi prices are per premises.^Free box offers not available if you have previously had such offers. Free box only when Sky installs your equipment. Cost of installation not shown,please call for more information. †Free 3rd Viewing Card and 3rd Sky Box on the 12 month Contract Plan only available if you take the Racing Pack.

Save money on Sky

Sky uses the Rateable Value (RV) of your premises as a basis for calculating your subscription price. With a range of discounts we can offer personalised and fairer pricing tailored to your venue’s situation.

For a full list of channels available give us a call. HD channels dependent on underlying package. HD ready TV and HD Pack required for HD viewing. The F1 Logo, F1, FORMULA 1, FIA FORMULA ONE WORLD CHAMPIONSHIP, GRAND PRIX and related marks are trademarks of Formula One Licensing BV, a Formula One group company. All rights reserved. Sky acts as sales agent for Racing UK and BoxNation. Your contract is with Racing UK Ltd or Boxing Channel Media Ltdrespectively. *Standalone WiFi, ATR, Racing UK, 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 you must give 90 days’ notice to cancel, unless you are also cancelling your Sky Ultimate agreement, in which case your contract with Racing UK, At the Races or BoxNation will end at the same time as your Sky Ultimate agreement †WiFi availability issubject to your Premises location. Sky WiFi Premier available in Sky Network Areas only. 12 month minimum term applies for WiFi / WiFi Premier. Sky WiFi Premier download speeds are up to 4 times faster than Sky WiFi. Maximum download speeds: Sky WiFi 17mbps / Sky WiFi Premier 76mbps. Speeds will depend on (i) location of premises from cabinet (ii) level of congestion (iii) traffic management policy. Set up costs quoted are for standard set-up only.

Get discounts on your monthlySky Ultimate subscription when you stocka range of Molson Coors (UK) brandsincluding Carling.

Save up to 33% with Molson Coors#

You can enjoy discounts of up to 30%depending on how much food you’reoffering and what percentage of salesthis represents.

Up to 30% off for food

We offer up to 30% off for venues in lessdensely populated areas.

Up to 30% discount based onlocation

Enjoy further discounts if your venue hasan outdoor sports area that contributes toyour Rateable Value.

Discounts for outdoor sportsareas

#Sky TV/Molson Coors (UK) Offers: Only available to selected independent and certain leased and tenanted licensed premises in mainland UK (excludes Group customers, Northern Ireland, Channel Islands and Isle of Man) who subscribe to Sky Ultimate and comply with Molson Coors (UK) terms.  England and Wales Independent offer:  Discount of up to 33% available. Minimum 12 month term to Sky Ultimate and 12 month term for Molson Coors (UK) products apply. England and Wales Independent MCBC Wholesale Customer offer: 20% discountavailable. Minimum 12 month term to Sky Ultimate and for Molson Coors (UK) products apply, must stock Molson Coors products via an approved Wholesaler. Scotland Independent offer:  Discount of up to 30% available.  Minimum 12 month term to Sky Ultimate and Molson Coors (UK) products apply. You must purchase your drinks from distributor Matthew Clark.  Leased & Tenanted UK offer: Discount of up to 30% available. Minimum 12 month term to Sky Ultimate and Molson Coors (UK) products applies. You must remain a tenant of a participatingPub Co and stock purchases must be made direct from the Pub Co. For more information and full terms and conditions visit www.molsoncoorssky.co.uk

Great options for your venue

FREEwith MolsonCoors Deal

SAVE£350with MolsonCoors Deal

Sky WiFi*†

Additional Sky TV Products

> Free Sky WiFiFast, reliable and easy to use

> Supercharge your WiFiUpgrade to Sky WiFi Premier – up to 4 times faster

Sky TV

Entertainment Channelsincluding:

Sky Ultimate

Premium Sports Channels

Racing Pack* BoxNation* Box Office*

Available as a pay-per-viewservice, content will vary.

Please call for details.At The Races and Racing UK can be subscribed to separately.

£100(ex VAT)per month

*

Please read carefully the following important terms of this Pubs UK Agreement. The restrictions andinformation set out below form part of the Agreement between you and Sky.

1. What is a Pub?A “Pub” means a public house or other similar licensed or unlicensedestablishment in the Territory to which the public are admitted, other thansuch establishment in a Hotel where any of the Channels are also distributedto one or more rooms or areas within the Hotel. A “Hotel” means a hotel,motel, guest house, boarding house or establishment similar to any of theforegoing. Sky shall have sole discretion in determining whether any premisesfall within the definition of “Pub”.

2. Are these the right Agreements for my business?If you are a Pub (as defined above) in the UK (excluding the Channel Islands,Northern Ireland and Isle of Man) then these are the right Agreements foryou. If not, then you can obtain the correct Agreement by calling 08448 244 244. Sky has sole discretion as to which Subscription Agreementapplies to your premises. Under these Agreements, your Premises must be inmainland UK (the “Territory”, as defined in the Terms and Conditions Booklet).The Viewing Card which you will be sent is authorised for use only within theTerritory. Use of the Viewing Card outside of the Territory is strictlyprohibited.

3. How long does my TV Subscription Agreement last?The Pubs UK 12 Month Agreement will last at least 12 months and the PubsUK 30 Days Agreement will last at least 30 days (each your “Minimum Term”as defined in the terms and conditions booklet) unless this term is increasedby an offer term or we are allowed to end it earlier for one of the reasons inCondition 17.2 of the Standard Terms and Conditions. You must give us noless than 30 days’ written notice to terminate your Agreement, suchtermination to take effect no earlier than the conclusion of the MinimumTerm. Condition 7.8 does not apply if you change from a Pubs UK 30 DaysAgreement to a Pubs UK 12 Month Agreement as you will be subject to a newMinimum Term of 12 months.

4. What are the additional Viewing Card and Box terms and conditions?Channels on the second and third Viewing Card may be varied at any time(currently include Sky Sports Main Event, Sky Sports Premier League, SkySports Football, Sky Sports Cricket, Sky Sports Golf, Sky Sports F1®, Sky SportsArena, Sky Sports Action, Sky Sports News and Sky Sports Mix). If you havepreviously had free or discounted Sky Boxes and/or Viewing Cards or oneshave previously been supplied for the Premises, then you will not be eligiblefor any further free additional Sky Boxes and Viewing Cards. Sky Boxes mustbe connected to the same fixed and operational telephone line capable ofmaking outgoing calls.

5. Why is the Rateable Value of my Premises used to calculate mysubscription rate and how do I apply for pricing adjustments?To ensure that Pubs are charged fairly, our pricing system is linked to thegovernment’s non-domestic rating system. Your Sky subscription pricereflects the individual rateable value attributed to your premises that cameinto effect on 1 April 2017. For full details on where to obtain your rateablevalue, and the process for receiving a pricing adjustment for food salesand/or location please refer to the RV Pricing Policy in your Terms &Conditions booklet. Pricing adjustments will only be implemented once thishas been evidenced by the receipt by Sky of your rateable valuecertificate/Summary Valuation from the VOA (for customers in England andWales) or your Valuation Sheet detailing the breakdown of your rateablevalue from the Scottish Assessment Agency (for customers in Scotland).

6. Is there a minimum charge?Yes. There is a minimum charge of £210 ex VAT per month per premises.

Important InformationPubs United Kingdom Agreement

SB/PP/PUK/0118

Read the information:

> Package & Pricing Flyer

> Terms & Conditions

Then call us on 08448 244 244 and we cansign you up over the phone or we can send outone of our Field Representatives to help youfind 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 keepyou informed every step of the way until youare showing thrilling live sport in your venue

Joining Sky is simple

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, including, whereapplicable, a Rateable Value Certificate/Summary Valuation (England and Wales) orValuation Sheet showing a breakdown of your Rateable Value (Scotland) to:

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

or via email at sb2b@sky.uk

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

Pubs UK

08448 244 244sky.com/business

SB/CF/PUK/0118M019 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

Premises Name nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnContact at Premises nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnAddress nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn

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

PROVIDE PREMISES INFORMATION

State 2017 Rateable Value* for Premises nnnnnnn * Rateable 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.

State amount of your 2017 Rateable Value attributable to Outdoor Sports Area# nnnnnnnState description of your Outdoor Sports Area (if applicable)# nnnnnnnnnnnnnnnnnnnnnnnnnnn

England & Wales: State percentage of Food Sales within your Fair Maintainable Trade (if applicable)# nn %Scotland: State percentage of Food Sales within your Hypothetical Achievable Turnover (if applicable)# nn %

Location Discount: Please provide your postcode in section 1b as you may be entitled to a Location Based Discount.

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

2. DETAILS OF YOUR PUBS SUBSCRIPTION

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

CONTRACT FORM

2 – Your Sky TV Contract

1 – Your details

# Discounts for Outdoor Sports Areas or Food Sales will be applied to your payments once we have received your Rateable Value documentation.

SB/CF/PUK/0118

3a. YOUR PUBS UK 12 MONTH CONTRACT You will pay subscription payments. Please call 08448 244 244 for full details

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

Complete either Section 3 - Pubs UK 12 Month Contract OR Section 4 - Your Pubs UK 30 Days Contract

CONTRACT FORM

3 – Your Pubs UK 12 Month Contract (12 month minimum term)

SB/CF/PUK/0118

ii. ADD MORE ADDITIONAL VIEWING CARDS

How many? nnPubs UK 12 Month customers wishing to receive a free 2nd (and 3rd) Viewing Card should tick the relevant box(es) under section 3a(i). Otherwise you will pay Subscription Payments for the Service for every

additional Viewing Card that you are provided with. Please contact Sky for the current prices and offers for additional Viewing Cards. A free Sky Box will be provided with each of the free 2nd and 3rd Viewing

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

i. CHOOSE YOUR PRODUCTS

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

5a. PICK YOUR SKY TV EQUIPMENT You will pay equipment costs. Please call 08448 244 244 for full details

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.

Please specify the number of Sky boxes you require

SkyHD boxes nn In order to receive HD Channels you must take the HD Pack from section 3a. or 4a. above.

*You may subscribe to this service without subscribing to a Pubs UK 12 Month Contract. Please call for details. Minimum term for BoxNation is 3 months. Minimum term for Racing UK and At The Races boughton a stand alone basis is 12 months. If bought with Sky Ultimate, you must give 90 days' notice to cancel, unless you are also cancelling your Sky Ultimate agreement, in which case your contract with RacingUK, At The Races or BoxNation will end at the same time as your Sky Ultimate agreement. •Only free with Racing Pack #Cinema channels are for residential viewing only †Sky acts as a sales agent for Racing UKand BoxNation. Your contract for these services is with Racing UK Limited or Boxing Channel Media Limited respectively.

4a. YOUR PUBS UK 30 DAYS CONTRACT You will pay subscription payments. Please call 08448 244 244 for full details

4 – Your Pubs UK 30 Days Contract (30 day minimum term)

5 – Your Equipment and Installation

n HD Pack (no additional charge) n Racing Pack*† (At The Races & Racing UK) n At The Races only*

n Racing UK only*† n BoxNation*† n Cinema Pack#

n FREE 2nd Additional Viewing Card n FREE 3rd Additional Viewing Card•

ii. ADD MORE ADDITIONAL VIEWING CARDS

How many? nnAs a Pubs UK 30 Days customer, you 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.

i. CHOOSE YOUR PRODUCTS

*You may subscribe to this service without subscribing to Pubs UK 30 Days Contract. Please call for details. Minimum term for BoxNation is 3 months. Minimum term for Racing UK and At The Races bought ona stand alone basis is 12 months. If bought with Sky Ultimate, you must give 90 days' notice to cancel, unless you are also cancelling your Sky Ultimate agreement, in which case your contract with Racing UK,At The Races or BoxNation will end at the same time as your Sky Ultimate agreement. ^You will pay Subscription Payments for this Service. Please call for details. #Cinema channels are for residential viewingonly. †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.

n HD Pack (no additional charge) n Racing Pack*^† (At The Races & Racing UK) n At The Races only*^

n Racing UK only*^† n BoxNation*^† n Cinema Pack#

n 2nd Additional Viewing Card^ n 3rd Additional Viewing Card^

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

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

CONTRACT FORM

7 – Complete your Contract

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. Further, Sky agrees toprovide 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.

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

6 – Your WiFi Contract5. WIFI SUBSCRIPTION

Sky WiFi n Sky WiFi Premier nYou must subscribe to a Pubs UK 12 month contract to receive free WiFi or discounted WiFi Premier, otherwise charges apply as detailed in the Package and Pricing Flyer. WiFi availability and speed is subjectto your Premises location and other factors detailed in the Package and Pricing Flyer. Set up costs apply. If standard set-up is not possible additional costs may 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.

SB/CF/PUK/0118

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

PLEASE REMEMBER TO SIGN HERE

Where Sky UK Limited collects personal data (such as yours if you are a natural person or that of your staff), it processes it as described in its privacy policy which is available at www.business.sky.com/page/privacypolicy. Please ensure that you bring this privacy policy to the attention of any staff you might have.

n Tick here if you do not want Sky UK Limited to occasionally provide you with marketing information via email, SMS, post or telephone about similar products that you may be interested in.

Details of Authorised Signatory

PRINT NAME nnnnnnnnnnnnnnnnnPOSITION/TITLE nnnnnnnnnnnnnnnnnDATE nn/nn/nnnn7

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 the Pubs Agreement, WiFi 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

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/PUK/0118

SB/CF/PUK/0118

7

7

B CREDIT CARD INSTRUCTION

PLEASE SIGN THIS INSTRUCTION

PLEASE SIGN THIS INSTRUCTION

PAYMENT INSTRUCTION UK

#

#

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

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

SB/TC/SKYTV/0118M019 MAWW

*Cal

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Sky

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’s a

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3TERMS & CONDIT IONS OF YOUR SKY SUBSCRIPTION AGREEMENTS

SB/TC/SKYTV/0118

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 references to "Sky", "we"or "us" in this Agreement shall, unless the context otherwise requires, mean Sky UK Ltd. All references to SSSL shall mean SSSL acting 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 and available)),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 for an additionalcharge;

Add-On Premium Channel: a channel which, if offered to you, you may choose to include for an additional charge in your Service, and the chargemay 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. Additional channelsnot 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 (regardlessof whether they contain a television set or screen), together with any offices or similar rooms used for business purposes (not being CommunalAreas) in the premises which contain a television set or screen on which the Channels can be seen and/or heard pursuant 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), Sky Ultimate PlusPack (if any), Bundles (if any), the Premium Channels (if any), Sky HD Channels or any other pack made available by us from time to time, and (ifany) any bonus or other free channels or Add-On Premium Channels or Add On HD Channels we may offer you under this Agreement;

Communal Area(s): means a public or common room, area or place within the Premises (including without limitation bars, restaurants, televisionlounges 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 your welcomeletter 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 you must be 18or over to enter into this Agreement;

Encoding Equipment: Equipment procured by the Customer, for which Sky has no responsibility whatsoever, which converts the output from a SkyBox 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 of its membersor 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 please refer to page28 ;

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

Hotel Bar Agreements: means as specified in your relevant Contract Form, either the Hotel Bar Agreement taken with the Hotel Rooms SMATVservice, the Sky Select Hotels service or the Sky In Room service or the Hotel Bar Only UK Agreement;

Hotel Gym: means a gymnasium or health Club located at the Hotel Premises and which is available only to Hotel guests, the primary purpose ofwhich is providing weights and cardio vascular equipment for physical training purposes;

Hotel Meeting Rooms: means meeting rooms or offices or similar rooms used for business purposes and which contain a television set or screenon which authorised Channels can be seen and/or heard pursuant to this Agreement;

Hotel Reception: means reception areas (excluding areas which are licensed to supply alcohol) in the Hotel Premises which contain a television setor screen on which authorised Channels can be seen and/or heard pursuant to this 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 IPTV SMATV System;

IPTV Point: means a computer with a monitor or screen at the Premises, connected to an IPTV SMATV System, on which the Channels can be seenand/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, re-distributing standard definition television programme services to two or more IPTV Points within such Premises using Internet Protocol (“IP”) overa secure and Local Area Network (“LAN”);

2 TERMS & CONDIT IONS OF YOUR SKY SUBSCRIPTION AGREEMENTS

SB/TC/SKYTV/0118

ContentsAbout this booklet 2

Standard Terms and Conditions of your Sky subscription agreement 3

Sky Satellite Equipment Purchase Terms and Conditions 22

Free or discounted Sky Standard Satellite Equipment offer Terms and Conditions 22

Installation Terms and Conditions 24

RV Pricing Policy 26

Privacy Policy for Sky Subscription 27

Sky Box Office Standard Terms and Conditions for Sky Business subscribers 29

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:

� Sky Satellite Equipment Purchase Terms and Conditions apply to you if you have purchased Sky SatelliteEquipment from Sky or from a retailer acting as Sky’s agent for the sale of such equipment.

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

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

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

If you have any questions about your Sky subscription service, you can:

� email us at sb2b@sky.uk (Independent Outlets) or groupadmin@sky.uk (Group Customers);

� write to us at Sky Business, PO Box 1805, Freepost SCO3501, Livingston, West Lothian, EH54 0BR;

� call 08448 244 244 (Independent Outlets) or 08442 411 611 (Group Customers).

We are committed to providing you with the best possible products and services, but in the unfortunate circumstance thatyou have a complaint, please contact us using one of the contact details provided above. You should follow our complaintsprocedure as set out in the Sky Complaints Code of Practice which can be found at www.business.sky.com/page/complaintsor a copy can be provided on request by calling the number above. Sky does not have a refund policy as we prefer to dealwith each complaint on a case-by case basis, but, if you feel the service you receive falls below that which you shouldreasonably expect from Sky, we will ensure that your complaint is dealt with appropriately. Should your complaint not beconcluded 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) receiving Sky’s products andservices in the UK and we have not resolved your complaint to your satisfaction after eight weeks or if you have received aletter from us saying that your complaint has reached "deadlock", you may make a complaint about Sky Business to theCommunications and Internet Services Adjudication Scheme (“CISAS”), an independent alternative dispute resolutionscheme. CISAS will investigate your complaint and if they decide that your complaint is justified, Sky will act on any decisionthey make and put things right for you. You can find their contact details on their website: www.cedr.com/cisas

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LAN: Local Area Network. Local Area Network is a network of client computers, and management server(s) on the Premises which operate in aclosed, secure IT environment where each computer uses Network Address Translation to describe each computer with an IP address which are notvisible 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 programming which has beendistributed 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 Flyer or the termsand conditions of any promotional offer made to you;

Offshore Installation or Ship: means oil rigs, stabilised accommodation units (“Floatels”), other offshore installations, HMS ships, MOD vessels,fishing boats, supply boats, yachts and RFA vessels within the Territory. They do not apply to ferries or cruise liners or any other 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 in it then suchCabin or Communal Area shall be charged on a per Sky Box basis. For example where a Cabin has two Sky Boxes, it shall count 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 UltimatePlus Pack (if any), the Premium Channels (if any), the HD Pack (if any) and (if any) any bonus or other free channels or Add-On Premium Channelsor Add-On HD Channels we may offer you under this Agreement, or the Channels you select from a menu of channels or bundles offered (if any)under a SMATV agreement (which may or may not be available to your Premises) which comprise your Option and/or any other channel packageoption 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 a Sky Bright Boxor a SMATV system (as applicable) on which the Channels can be seen and/or heard, or (ii) in the case of the Offshore Installation and ShipsAgreement or 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 channel Sky may offerto you as a Premium Channel (but this does not include any Add-On Premium Channels or Add-On HD Channels). Availability of Premium Channelswill 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 (excludingServiced Apartments);

Rooms: means:

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

(ii) bedrooms for residents or staff in the Care Home; or

(iii) offices or similar rooms in the Care Home (excluding the Care Home Lounge(s)) used for business purposes and which contain a televisionset or screen on which the Channels can be 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 Northern Ireland,betting premises, golf clubs and holiday parks in the UK and any other customer type which has its Subscription Payment based on its governmentnon-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 HD Channels, ifapplicable) that you choose to receive and also includes the Sky HD Service and/or the Sky+ Service if these are made available to you and chosento be received by you;

Serviced Apartment:means any establishment offering furnished apartments (which may consist of a number of rooms) available for business andleisure travel, which provides amenities, housekeeping and a range of services for guests where taxes and utilities are included within the rentalprice (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 bonus or otherfree channels or any Add-On Premium Channels, Add-On HD Channels. Availability of the Sky Base Pack will depend on the type of Sky BusinessAgreement you are offered;

Sky Bright Box: a telecommunications system currently branded “Sky Bright Box” consisting of a single satellite headend and serving only thePremises; capable of retransmitting high definition and standard definition television programme services over coax or IP to Points, Rooms orOffshore Points (as applicable) within such Premises;

Sky Bright Box Satellite Equipment: the Sky Bright Box (excluding any Sky Pro-Cams) and associated receiver blades, output blades and powersupplies provided to you by or on behalf SHS;

Sky Box: an authorised digital satellite decoder (excluding the Sky Bright Box) capable of using a conditional access (encryption) system chosen bySky, including a SkyHD Box or Sky+HD Box as appropriate;

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

Sky+HD Box: an authorised digital satellite decoder (excluding the Sky Bright Box) which is capable of using a conditional access (encryption) systemchosen by Sky and 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 (excluding the Sky Bright Box) which is capable of using a conditional access (encryption) systemchosen by Sky and 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: comprises of a SkyHD Box, a minidish, a LNB, a relevant Sky remote and an HDMI cable;

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. Minidishand 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 that you subscribeto, 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 to time under thisAgreement. This does not include the Premium Channels or any bonus or other free channels or any Add-On Premium Channels or Add-On HDChannels. Availability of a Sky Entertainment Package will depend on the type of Sky Business Agreement you are offered;

Sky In-Room Service: a service provided by Sky whereby Customers will have the right to receive the applicable Service via a Sky Box in each Roomor 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 of Ireland): the licenceyou will be sent to display in your Premises which will show your entitlement to receive the Service;

Sky Pro-Cam: the decoding equipment which when paired with a valid Viewing Card enables the Sky Bright Box to de-encrypt the Sky Select servicefor authorised distribution in the Premises;

Sky Satellite Equipment: either the Sky Standard Satellite Equipment and/or the Sky Bright Box Satellite Equipment as applicable;

Sky Select: the Service which is currently branded “Sky Select” and is distributed within the Premises by the Sky Bright Box;

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

Sky Standard Satellite Equipment: the Sky HD Satellite Equipment and/or Sky+HD Satellite Equipment as applicable. For the avoidance of doubt thisdoes not include the Sky Bright Box Satellite Equipment;

Sky Subscription Agreement: the commercial subscription agreement you entered into that enables you to receive the applicable Service at thePremises;

Sky Ultimate Pack: all the channels included in Sky Base Pack (if applicable) and certain Channels (including Premium Channels), bonus or otherfree channels but does not include any Add-On Premium Channels or Add-On HD Channels. Availability of a Sky Ultimate Pack and the channelsoffered 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 channels but does notinclude any Add-On Premium Channels or Add-On HD Channels. Availability of a Sky Ultimate Plus Pack and the channels offered will depend onthe 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; retransmitting standarddefinition television programme services to Points, Rooms or Offshore Points (as applicable) within such Premises using a distribution system;

Staff Rooms: rooms or areas within the Premises used by employees or workers, being rooms to which the public do not have access and fromwhich 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 of Ireland(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 eligible recipients ofthe Service;

Viewing Card: the card(s), which when used with a Sky Box or Sky Boxes or Sky Bright Box, 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 your ViewingCards and (if applicable) your Sky Pro-Cams to SSSL or if SSSL does not make your Viewing cards all invalid (save that SSSL shall

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have no obligation to provide new or replacement Viewing Cards and (if applicable) Sky Pro-Cams 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 SKY SELECT OR SMATV AGREEMENTS (EXCLUDING HOTELS AND OFFICE IPTVSMATV) ONLY

4.2 This Agreement gives you the right during the Term to receive the applicable Service at the Premises via digital satellite equipment usingViewing Card(s) provided to you under this Agreement and simultaneously to retransmit the Service via a Sky Bright Box or SMATVSystem (as applicable) to Points within the Premises for viewing of the Service. The Service may be viewed only on television sets orscreens. If you subscribe to Sky Select, the Sky Select Service must be viewed only on compatible television sets or screens as notifiedto you by Sky. 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 the Premises.

APPLIES TO SUBSCRIBERS TO HOTEL AGREEMENTS 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) if you are a Hotels Rooms SMATV Customer, to simultaneously to retransmit the Hotels Rooms SMATV Service (as suchterm is defined in Condition 6.13) via a SMATV System only to Rooms in the Hotel Premises for viewing only on televisionsets or screens; and

(b) if you are a Hotel Sky Select Customer to simultaneously retransmit the Sky Select Service (as such term is defined inCondition 6.13) via a Sky Bright Box only to Rooms and, subject to any restrictions on distribution, via Sky HD Box(es) toadditional authorised areas within the Hotel Premises that you have notified and agreed with Sky and for viewing onlyon compatible television sets or screens as notified to you by Sky; and

(c) 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)and only on television sets or screens; and

(d) 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, subject to any restrictions on distribution, the additional authorised areas within the HotelPremises that you have notified and agreed with Sky and for viewing 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 or Hotel Gym, Hotel Reception and/or Hotel Meeting Rooms for Sky Select or Sky In-Room HotelCustomers) and includes (but not limited to) restrictions on the use of the PVR functionality to record and play back Channels. Skymay at any time impose or change restrictions on the viewing of any Channels or particular programmes including but not limitedto 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 your Sky Select Service or Hotel Rooms SMATV Service

(as applicable) at all times to every Room in the Hotel Premises with the exception of those Rooms which have the Sky In-RoomService. If you cancel your Sky In-Room Service in any Room (e.g. from 10 Rooms to 9 Rooms) this must be replaced with a SkySelect Service or Hotel Rooms SMATV Service (as applicable) for that Room, i.e. all Rooms must have either the Sky SelectService/Hotel Rooms SMATV Service (as applicable) or the Sky In-Room Service. For the avoidance of doubt, you must distributeall of the Channels in your Hotel Rooms SMATV Service at all times and where any Channel in the Hotel Rooms SMATV Servicehas a number of multiplexes, the obligation to distribute all of the Channels in full applies to each multiplex, save that you willonly 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 Sky In Room Agreement, Sky Select Agreement orSMATV 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.

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APPLIES TO SUBSCRIBERS TO OFFICE SMATV, GENERAL SMATV AND RETAIL SMATV AGREEMENTS ONLY

5.9 You warrant and represent that throughout the Term the Premises has a SMATV System (as applicable) and the Service will bedistributed at all times 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.

APPLIES TO SUBSCRIBERS TO SKY SELECT AGREEMENTS (EXCLUDING HOTEL AGREEMENTS)

5.11 You warrant and represent that throughout the Term the Premises has a Sky Bright Box and the Sky Select Service will bedistributed at all times within the Premises only by such Sky Bright Box;

5.12 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.

APPLIES TO SUBSCRIBERS TO HOTEL AGREEMENTS ONLY

5.13 You warrant and represent that throughout the Term:

(a) that where the Hotel Premises has a Sky Bright Box or SMATV System (as applicable), the Service will be distributed atall times to the Rooms within the Hotel Premises by such Sky Bright Box or SMATV System (as applicable), and whereyou have subscribed to the Sky In-Room Service the Service will be distributed to the number of Rooms for which youhave subscribed to, therefore all Rooms must have either the Sky Select Service, the Hotel Rooms SMATV Service or theSky In-Room Service. You shall confirm in writing, on request by Sky, the number of Rooms within your Hotel and youhereby agree to allow Sky or its authorised representative, on reasonable notice to you, to access your Hotel Premisesin order to audit the number of Rooms within your Hotel Premises and your compliance with Conditions 4.5, 5.13(a)and Condition 5.14; 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).

5.14 You must accurately list the number of Rooms at the Hotel Premises in the Contract Form for the applicable Hotel Agreement.You may only show the Service in the number of Rooms and (if applicable) the additional authorised areas within the HotelPremises that you have notified and agreed with Sky.

5.15 You must not exhibit (or permit the exhibition of) any of the Channels in the Sky Select Service, the Hotel Rooms SMATV Serviceor Sky In-Room Service other than in Rooms and (if applicable) the additional authorised areas (i.e. Hotel Gym, Hotel MeetingRooms and/or Hotel Reception) within the Hotel Premises that you have notified and agreed with Sky, or if you are a BarCustomer, any of the Channels in the Bar Service other than in the Bar (as defined above). Without limitation, you may not showany of Sky’s Premium Cinema Channels or any of the Sky Entertainment Package Channels (or any other channels) that areidentified as being for non-communal viewing only in any areas accessible to or by the public.

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 to continue receiving service, Sky shall use reasonable endeavours to provide you with advance noticeof such change. You recognise that it may not be possible for Sky to provide such advance notice, 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 which

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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 Sky Select or SMATV Service (as applicable) (also referred to as “Multipoint Distribution”) for that Cabin, toensure that the Service is available in 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 inyour 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 SKY SELECT AND 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.

APPLIES TO SUBSCRIBERS TO OFFICE SMATV, GENERAL SMATV AND RETAIL SMATV AGREEMENTS ONLY

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.

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violates 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, change or withdraw advertised programming or 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 thesechannels 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.

APPLIES TO SUBSCRIBERS TO DTH AGREEMENTS ONLY

6.10 Sky will notify you if the withdrawal of a Channel in your Option will affect the Subscription Payments payable by you. UnlessSky notifies you otherwise, a reduction in the number, change in the identity, or restrictions on viewing of the Channels includedin any Option will not alter the Subscription Payments payable by you.

6.11 Subject to 5.13(e), you may convey the Service to more than one television set or screen in the Premises.

APPLIES TO SUBSCRIBERS TO HOTEL AGREEMENTS ONLY

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 charges payable. Themonthly charge set out in your Sky Package and Pricing flyer is quoted on a per Bar basis and will therefore be payable in respectof each Bar for which Bar Customers subscribe under this Agreement.

6.13 In your Rooms, if you are a Hotel Rooms SMATV Customer you can choose to receive any of the Channels or Bundles as set outin your Sky Package and Pricing flyer for Hotel Rooms or other channels which are offered to you by Sky from time to time, orif you are a Sky Select or Sky In-Room Customer, you can choose to receive any Option in the Sky Select or Sky In-Room Service(as applicable). In your Bar(s), Bar Customers will receive the Channel Package for Bars (or other Bar option offered) and, if anyare offered, any Add-On Premium Channels or Add-On HD Channels that you choose to include in your Service. Your RoomsChannel selection is referred to as your Sky Select Service (if the Service is delivered via the Sky Bright Box) or Hotel RoomsSMATV Service (if the Service is delivered via a SMATV System), or Sky In-Room Service (if you receive the Service by DTH andretransmit to a Sky Box in each Room) as applicable. The Channel selection for Bar(s) is referred to as your "Bar Service".Reference to Services shall mean your Hotel Rooms SMATV Service (if any), Sky Select Service (if any), Sky In-Room Service (if

any) and Bar Service (if any) together.

6.14 If Sky withdraws an additional Channel (not included in a Bundle) in your Hotel Rooms SMATV Service, Sky shall adjust theCharges payable by you accordingly. Sky may introduce new 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 SMATV Service, or Sky SelectService shall have the pin functionality disabled. In respect of the Sky Select Service or Hotels Rooms SMATV Service you herebyundertake full responsibility for choosing suitable Sky Cinema Channels for your guests to watch and advise the guests if thereis any unsuitable content. In respect of the Sky In-Room Service you hereby undertake full responsibility to advise your guests(by including this information in your general TV information to guests and in a tent card by the TV or remote control) that it’stheir 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.

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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 8.16 or if this term is varied by any promotional offer terms and conditions.

APPLIES TO SUBSCRIBERS TO DTH AGREEMENTS ONLY

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.

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, NISPORTS CLUBS, BETTING PREMISES 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 26.

APPLIES TO UK SUBSCRIBERS TO OFFICE SMATV & IPTV, RETAIL SMATV AND GENERAL SMATV (EXCLUDINGHOTEL 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) £212 for Office IPTV, Office SMATV, £206 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.

APPLIES TO SUBSCRIBERS TO HOTEL AGREEMENTS ONLY

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

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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 Bright Box or Sky In-Room Service or a combination of the Sky In Room Service and one ofeither a SMATV System or Sky Bright Box, and ensuring, in the case of oil rigs, that all Cabins have the Service regardlessof occupation. You shall confirm in writing, on request by Sky, the number of Cabins and Communal Areas on yourPremises and you hereby agree to allow Sky or its authorised representative, on reasonable notice to you, to access yourPremises in order to audit the number of Cabins and Communal Areas within your Premises and your compliance withCondition 4.11 and this Condition 6.29. In the event that you fail to provide this information Sky may suspend yourViewing 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.

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 or referred to in Conditions 7.9, 7.11, 7.12, 7.14, 7.15, 7.16, 7.17, 7.18 and 8.16 respectively) due automaticallyfrom your account each month after we have sent you your first Viewing Card via your payment instruction. All payments mustbe made in full by the date on which they are due without any set off. If full payment is not received on the due date you willpay interest on the outstanding amount at the 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 the Late Payment of CommercialDebts (Interest) Act 1998 as amended). Sky may also seek compensation for the cost of recovering such debt in line with theguidelines as set out under the Late 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 pricing, the price bands and/or its pricing structure generally at any time on giving you 30 days’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, NI SPORTS CLUBS, HOTEL BARS UK, HOTEL BARS ROI, HOTEL BAR ONLY UK, BETTING UK, BETTINGROI, BETTING GEO, GENERAL DTH UK, GENERAL DTH ROI, RETAIL UK, RETAIL ROI, OFFICES UK AND OFFICES ROISUBSCRIBERS WHO HAVE REQUESTED THAT SKY DO NOT ORGANISE INSTALLATION OF THEIR SKY STANDARDSATELLITE EQUIPMENT

7.8 Where you have not requested that Sky organise installation of your Sky Standard Satellite Equipment, Sky may charge you forthe Sky Standard Satellite Equipment (currently £75 or €80 (for customers in ROI) plus VAT per box).

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(ii) In respect of the Hotel Rooms SMATV Service, you will pay to Sky each month in advance a fee calculated inaccordance with this Condition 7.14 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 Hotel Rooms SMATV Service as set out inyour Sky Package and Pricing flyer or as varied by Sky from time to time multiplied by the number of Rooms forthe relevant month (irrespective of occupancy); or

(ii) €176 ex VAT per month if your Hotel Rooms SMATV service contains a premium Sky Sports or Sky Cinema channel.

(iii) €102 ex VAT per month if your Hotel Rooms SMATV service contains any other sports channel, or a Star Channel,otherwise the minimum charge is €97.

(iv) £178 ex VAT per month if your SMATV Hotels Room Service contains the Sports Pack, Sports Light Pack, RacingPack, Cinema Pack or any Single Sports channel. Otherwise the minimum charge will be £127 ex VAT per month.

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

(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 Hotel Rooms SMATV Service, Sky Select Serviceor Sky In-Room Service and may be dependent on the number of Rooms in your Hotel Premises and to whether you aresubscribing to the Premium Sports Channels 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 taken in the Rooms, plus any VATpayable (the “Sky In-Room Rooms Service Charge”) calculated in accordance with this Condition 7.16. These payments shall bepaid in advance unless otherwise agreed with Sky.

(a) The Sky In-Room Rooms 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.

(c) You must also pay to Sky every month the payments due in respect of the Sky In-Room Service taken at any additional authorisedareas within the Hotel Premises (i.e. Hotel Gym, Hotel Meeting Rooms and/or Hotel Reception). These payments shall be paidin advance unless otherwise agreed with Sky.

7.17 You must pay to Sky every month the payments due in respect of the Sky Select Service taken in the Rooms, plus any VAT payable(the “Sky Select Rooms Service Charge”) calculated in accordance with this Condition 7.17. These payments shall be paid inadvance unless otherwise agreed with Sky.

(a) The Sky Select Rooms Service Charge per month shall be the greater of:

(i) the sum of the monthly fees for the relevant Option which you subscribe to for the Rooms receiving the Sky SelectService in the Hotel Premises as set out in the relevant your Sky Package and Pricing flyer as may be varied bySky from time to time; or

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

(b) Your chosen Option shall apply to all of the rooms receiving the Sky Select Service in your Hotel Premises. If you upgrade

your Option for the Sky Select Service then you must remain with and pay for that new Option for at least 30 days.

(c) You must also pay to Sky every month the payments due in respect of the Sky TV service taken at any additionalauthorised areas within the Hotel Premises (i.e. Hotel Gym, Hotel Meeting Rooms and/or Hotel Reception). Thesepayments shall be paid in advance unless otherwise agreed with Sky.

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

7.18 You must pay to Sky every month a fee calculated in accordance with this Condition 7.18 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.

7.19 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.

7.20 If any Cabins or Communal Areas are to be removed or reduced during the Term, you must give to Sky not less than 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 or SkyBright Box (as applicable) in which it is first used. A Viewing Card will be used only to receive and exhibit the Service and anyAdditional Services (if authorised 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 or Sky Bright Box (as applicable) at all times and you are advised to keep your Sky Box or Sky BrightBox connected to the mains supply (and suitable satellite dish) and on standby mode while not in use. The software in the SkyBox, Sky Bright Box and the Sky Pro-Cam (as applicable) is owned by or licenced to us or another member of the Sky group anddoes not become your property. You must (both during the Term and afterwards) allow SSSL to update the software in your SkyBox, Sky Bright Box or Sky Pro-Cam by sending additional signals via satellite or the internet to the Sky Box, Sky Bright Box orthe Sky Pro-Cam. You must not tamper with the software or allow anyone else to do so.

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

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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.

APPLIES TO ALL SUBSCRIBERS USING A SKY BRIGHT BOX

8.10 During the Term, for such time as you fully comply with the terms of this Agreement you shall be entitled to two Viewing Cardsfor each blade in the Sky Bright Box. You shall take reasonable steps to ensure that any Viewing Cards, Sky Pro-cams, Sky remotecontrols and the Sky Bright Box shall remain safe and that you comply with any guidelines issued by Sky to you for keeping theSky Bright Box well ventilated and connected to an appropriate power supply. It is your responsibility to advise Sky immediatelyif any Viewing Cards, Sky Pro-Cams, or Sky Bright Box Satellite Equipment have been damaged, lost or stolen from yourPremises. Any replacement Sky Bright Box Satellite Equipment, remote controls, Sky Pro-Cams or Viewing Cards shall be at yourown cost. You hereby agree to allow Sky or its authorised representative, on reasonable notice to you, to access your Premisesto confirm that the Viewing Cards and Sky Pro-Cams allocated to you are being used in compliance with these terms andconditions.

8.11 During the Term the Sky Bright Box must be connected via a wired connection to the internet at all times. You agree that thatSky or its authorised representatives shall be entitled to monitor data passed to and from the Sky Bright Box.

8.12 SSSL or another member of the Sky group of companies continues to own any Sky Pro-Cam sent to you. At the termination ofthis Agreement or on the issue of any replacement Sky Pro-Cam, your Sky Pro-Cam must be returned to SSSL on request orotherwise returned as SSSL directs.

8.13 A Sky Pro-Cam shall only be used by you at the Premises. You agree that a Sky Pro-Cam will only be used in the Sky Bright Boxin which it is first used. A Sky Pro-Cam will be used only to receive and exhibit the Sky Select Service and any Additional Services(if authorised and available) at the Premises. The Sky Pro-Cam must be paired with a valid Viewing Card as authorised andinstructed by Sky.

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

8.14 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 Hotel Rooms SMATV Service. If any of your chosen Channels include anymultiplexes, you will 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 and ifapplicable each additional authorised area for which you subscribe 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 oradditional authorised area.

You shall take reasonable steps to ensure that any Viewing Cards, Sky remote controls and Sky Boxes shall remain safe and thatyou comply with any guidelines issued by Sky to you for keeping Sky Boxes well ventilated. It is your responsibility to advise Skyimmediately if any Viewing Cards or Sky Boxes have been stolen from your Hotel Premises. Any replacement Sky Boxes, remotecontrols or Viewing Cards shall be at your own cost. You hereby agree to allow Sky or its authorised representative, onreasonable notice to you, to access your Hotel Premises to confirm that the Viewing Cards (and in the case of Sky SelectCustomers, Sky Pro-Cams) allocated to you are being used in compliance with these terms and conditions.

8.15 For the avoidance of doubt, the obligation to provide a Viewing Card under Conditions 8.9, 8.10, 8.14(a) and 8.14(b) above shallnot apply where SSSL (or Sky) has already agreed to supply a Viewing Card to you in respect of any channel (or multiplex) undera separate agreement, where such separate agreement relates to rooms or areas in the same Premises and distribution occursusing the same equipment as used under this Agreement.

8.16 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)

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 8.17 below) or take additional free or discountedViewing Cards in accordance with these terms and conditions.

8.17 The Service offered on the additional Viewing Card(s) referred to in Conditions 8.16(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.

8.18 Sky shall provide one set of free Sky Standard Satellite Equipment (if this has not already been provided) per additional free ordiscounted Viewing Card referred to in Condition 8.16 above, save for subscribers to the Pubs UK 30 Days Subscription andResidential Lettings Subscription, who may purchase additional Sky Standard Satellite Equipment at the price set out in the SkyPackage and Pricing Flyer. You are responsible for installation and the costs related to the free or discounted Sky StandardSatellite Equipment hereto. Sky shall select the Sky Standard Satellite Equipment to be supplied hereunder, the system may notbe new but will in any event have the benefit of a 12 month manufacturer's warranty. Timing and supply of the equipment maybe subject to availability delay.

8.19 You must activate the additional Viewing Card(s) referred to in Condition 8.16 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 Standard SatelliteEquipment provided. At all times while the additional Viewing Cards are enabled for viewing, the primary Sky Box and theadditional Sky Boxes must be connected to the same fixed and operational telephone line capable of making outgoing calls. Ifyou fail to do this, then Sky may de-activate your additional Viewing Cards.

8.20 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 (EXCLUDING SKYSELECT AGREEMENTS)

8.21 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).

8.22 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).

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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 inan 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 STANDARD SATELLITE EQUIPMENT BY SKY

10. Free Sky Satellite Equipment for the Premises

10.1 Free Sky Standard Satellite Equipment for the Premises

10.1 In accordance with the offer set out on page 22 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 Standard Satellite Equipment to be used only in the Premises.

10.2 The Sky Standard Satellite Equipment provided to you by Sky must be installed in and must throughout the period that theAgreement continues 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 Viewing Card free of charge. If the Viewing Card is faulty or damaged or fails to work in any other way or youdo not return the Viewing Card to SSSL, then SSSL can charge you the cost of replacing it. SSSL will make invalid any ViewingCard that you tell it is missing or 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 ofprogrammes 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 or Sky Bright Box and/or other receiving equipment or other equipment attributable to any unauthoriseduse of such Sky Box or Sky Bright Box or equipment;

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

(c) any use of a Viewing Card or Sky Pro-Cam (if applicable) 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 or Sky Bright Box so as to prevent you from copying theChannels or any Additional Services and Sky may prevent you from receiving the Service and Additional Services if your Sky Boxor Sky Bright Box allows copying of 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 that results in an increase to your subscription pricing during the Minimum Term (savethat increases to the subscription pricing of additional Viewing Cards at any individual Premises shall only provide the

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Customer with a termination right in relation to the relevant additional Viewing Cards, and not the Customer’s PrimarySubscription); or

(c) if Sky has given notice to you of a variation in accordance with Condition 16 which results in a material change to thevalue 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 SMATVAgreement, Hotel Sky Select Agreement, Hotel Bars Agreement or Hotel Sky In-Room Service Agreement (together"Hotel Agreements") due to non-payment of any Subscription Payment in respect of any such Hotel Agreements, Skyshall automatically terminate the remaining Hotel Agreements (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) if you have purchased Sky Satellite Equipment from Sky or a retailer selling such equipment on Sky’s behalf, the balanceremaining of the amortised cost to Sky for any free or discounted Sky Satellite Equipment and (if applicable) free ordiscounted installation provided to you by Sky and received by you at the termination date, if any. The amortisation ofthe Sky Satellite Equipment shall be calculated by reducing the normal cost to you of such items in equal monthlyinstalments at the 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 or Sky Pro-Cams supplied to you under this Agreement will beinvalidated and you will no longer be entitled to receive the Service. The termination of this Agreement may also affect the priceyou pay under other agreements 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 AGREEMENTS ONLY

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

a) terminate automatically 30 days after the termination of the Hotel Rooms SMATV Agreement, Hotel Sky SelectAgreement or Hotel Sky In-Room Service Agreement (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 orotherwise 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 (sb2b@sky.uk).

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", “Sky Pro-Cam” and "Sky Box" in connection with the provision of the Service under this Agreementshall be deemed to be (and shall be construed as) references to (if more than one) all Viewing Cards and Sky Pro-Cams suppliedpursuant to this Agreement and all Sky Boxes used for the purposes of distributing the Service in accordance with the terms ofthis 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.

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SKY SATELLITE EQUIPMENT PURCHASE TERMS AND CONDITIONSThese are the terms and conditions that apply if you have purchased Sky Satellite Equipment from Sky Subscribers Service Limited actingas agent for Sky In-Home Service Limited (“SHS”) or from a retailer acting as SHS’s agent for the sale of the Sky Satellite Equipment.Different terms and conditions apply if you are loaned Sky Bright Box Satellite Equipment by Sky UK Limited. The defined terms beloware in accordance with the definitions provided under your subscription agreement with Sky. References to 'we' or 'us' in these termsand conditions should be read as references to SHS. Any queries in relation to these equipment terms and conditions should be directedto SSSL on 08448 244 244 (0818 719 888 for ROI customers).

1. Based on your choice of equipment you will receive either the Sky HD Satellite Equipment or the Sky+HD Satellite Equipment orthe Sky Bright Box Satellite Equipment (with minidishes and LNBs only provided if they have not already been provided to youby 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, if you are receiving the Sky Standard Satellite Equipment, Sky Standard Satellite Equipment does notinclude any of the following: a Dolby 5.1 surround sound system and/or speakers; TV screens or an HD Ready TV screen whichyou must supply. The HD Ready TV screen must be installed in the Premises before installation of the Sky Standard SatelliteEquipment with HD capability otherwise your Sky HD Service will not be activated.

5. For the avoidance of doubt, if you are receiving the Sky Bright Box Satellite Equipment, the Sky Bright Box Satellite Equipmentdoes not include compatible HD Ready TV screens which you must supply. Your HD Ready TV screens must be compatible withthe Sky Select Service and Sky or its agents shall notify you of the make and model requirements for these screens prior toinstallation of the Sky Bright Box Satellite Equipment. The compatible HD Ready TV screens must be installed in the premisesbefore installation of the Sky Bright Box Satellite Equipment otherwise your Sky Select Service will not be activated.

6. On delivery, the Sky Satellite Equipment becomes your property. The Sky Satellite Equipment does not include the software inthe Sky Box or Sky Bright Box Satellite Equipment (as applicable), which is owned by or licensed to Sky or another member ofthe Sky UK Group or the Extra Capacity in the Sky+HD Box (if applicable) which is owned by Sky.

7. You must allow SSSL to update the software in the Sky Box or Sky Bright Box (as applicable) by sending signals via satellite orthe internet to your Sky Box or Sky Bright Box (as applicable). You must not tamper with the software in the Sky Box or Sky BrightBox or authorise anybody else to do so.

8. 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 for the supplyof the equipment) or under a separate contract or for any fault arising from an installation of the Sky Satellite Equipment thathas not been arranged by Sky.

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

10. 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.

11. You must activate your Viewing Card within 10 days of the installation or delivery of your Sky Satellite Equipment (or 6 weeksin the case of Sky In-Room Service customers). If you do not activate your Viewing Card then you must still pay Sky the full costto Sky of the Sky Satellite Equipment you have received less any amount already paid for the equipment.

12. Unless we agree otherwise with you, you are responsible for the safe and environmentally sound disposal of your Sky SatelliteEquipment (including ensuring it is not disposed in municipal waste) when it is replaced or you no longer need it.

IN THE EVENT THAT SUBSCRIBERS HAVE BEEN OFFERED FREE OR DISCOUNTED SKY STANDARDSATELLITE EQUIPMENT BY SKY 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 Standard Satellite Equipment is installed. Skywill select the Sky Box and minidish to be supplied under this offer; the system may not be new but will in any event have thebenefit of a 12 month manufacturer's warranty. Timing and supply of equipment and installation may be subject to availabilitydelay.

Save as set out in Condition 8.14 above, this offer is limited to one set of Sky Standard Satellite Equipment per customer (towhom the offer is made available, with minidish and LNB available only where it has not previously been provided) and per

Premises. If you have previously had a free or discounted system or one has previously been supplied for the Premises, thenyou will not be eligible for this offer (subject to Sky's discretion to permit a further system if, for example, an ongoingsubscription continues to be paid for in respect of the previously supplied system). You may not use this offer in conjunctionwith any other offer.

You must activate your Sky Viewing Card within 10 days of the installation of your Sky Standard Satellite Equipment taking placeor 6 weeks in the case of Sky In-Room Service customers. If you do not activate your Sky Viewing Card within this period thenyou shall be liable to pay to Sky an amount equal to the full cost to Sky for the free Sky Standard Satellite Equipment providedto you (currently £75 or €80 (for ROI) excluding VAT for Sky HD Satellite Equipment, £100 or €120 (for ROI) excluding VAT forSky+HD Satellite Equipment and £55 or €65 (for ROI) excluding VAT for Sky In-Room Boxes (minimum order of 10 boxes for SkyIn-Room)) or the full cost less any amount already paid if the Sky Standard Satellite Equipment is discounted and not free. Youmust also pay the full cost to Sky of installation services that you received under the terms of a free or discounted StandardInstallation offer, less any amount 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.

APPLIES TO SKY BRIGHT BOX SATELLITE EQUIPMENT ONLY

If you have purchased Sky Bright Box Satellite Equipment from SSSL acting as agent for SHS, unless we notify you otherwise theSky Bright Box Satellite Equipment comes with a warranty against faults arising during the first 36 months after delivery. Thefollowing are not covered by the warranty: faults arising from an installation that has not been arranged by Sky, faults arisingfrom misuses, accidental or deliberate damage, damage arising from use of the equipment that is not supplied by us or on ourbehalf with the Sky Bright Box Satellite Equipment, cosmetic damage which does not affect the functionality of the Sky BrightBox Satellite Equipment or damage caused by events outside our reasonable control or our equipment suppliers. If a reportedfault cannot be remedied by one of our engineers during a visit to your Premises, then we will replace the faulty equipment orthe faulty component of it. Any replacement equipment will be new or ‘as new (previously used equipment that has beenrefurbished by the manufacturer or its authorised agent). We will warrant any repair or replacement until the later of the endof the original 36 month warranty period or 3 months from the date it was carried out. If you have purchased your Sky BrightBox Satellite Equipment from a third party retailer (as opposed to direct from Sky), please contact the retailer. This warranty doesnot apply to Sky Bright Box Satellite Equipment if it was not purchased from Sky.

INSTALLATION TERMS AND CONDITIONS

In the event that subscribers have requested that Sky organise installation of their Sky Satellite Equipment, the following termsand conditions of installation 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 group of companies. References to ‘we’ or ‘us’ in these terms and conditions should be read as references to SHS. Anyqueries in relation to these installation terms and conditions should be directed to SSSL on 08448 244 244 (UK) or 0818 719888 (ROI).

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 Standard 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

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(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 Sky Bright Box or SMATV system installationor other multiple Sky Box installation will be considered a non-standard installation. You must pay all costs related to a non-standardinstallation. We will advise you of these costs before we commence work.

APPLIES TO INSTALLATION OF SKY STANDARD SATELLITE EQUIPMENT ONLY

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.

APPLIES TO INSTALLATION OF SKY BRIGHT BOX SATELLITE EQUIPMENT ONLY

Your HD Ready TV screens must be compatible with the Sky Select Service and Sky or its agents shall notify you of the make and modelrequirements for these screens prior to installation of the Sky Bright Box Satellite Equipment. If you tell us that compatible HD Readyscreens are installed at the premises and the installer finds that there are no such compatible screens at the premises then your SkySelect 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.

APPLIES TO INSTALLATION OF SKY STANDRD SATELLITE EQUIPMENT ONLY

(b) A "standard installation" (as defined in Condition 1 above) of Sky Standard Satellite Equipment assumes that no additionalcabling, bracketry or other equipment is required or any works are required which are beyond the scope usual in a normalinstallation. A 'standard' installation further assumes that if you already have Sky Standard Satellite Equipment, you will notcontinue to use it. You will be responsible for meeting all costs of installation carried out including standard installation (unlessthis is provided free as part of an offer) and beyond the standard installation (in all cases). Your installer will inform you of thecosts of installation of Sky Standard Satellite Equipment before commencing work. Alternatively, if you do not agree to thosecharges, you may cancel your installation, and Sky or its retail agent will repay anything you have already paid for it. If youalready have Sky Standard Satellite Equipment installed at your Premises, then some of this equipment may be used for theinstallation and use of your new Sky Standard Satellite Equipment.

(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 Standard Satellite Equipment that will continue to be used and/orhave it relocated at your Premises, you must tell us at least 24 hours prior to the installation, and in that case a separateinstallation charge may be payable by you. If so, we will advise you of the amount of this charge, which must be paid beforethe day of installation of your Sky Standard Satellite Equipment. Please call 08448 244 244 (UK) or 0818 719 888 (Republic ofIreland), for further details and full installation options.

(d) If you wish to have your Sky Box connected to a telephone or the internet (or you are required to have your Sky Box or Sky BrightBox (as applicable) connected under Condition 8.11 or 8.19 of the standard terms and conditions or as part of certain offer termsand conditions), it is your responsibility to have a telephone socket available close to the location of the installed Sky Box or SkyBright Box (as applicable).

(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 complete the relevant contract form, which will require you to identify if you require Sky to arrange an installation.

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 or Sky Bright Box (as applicable)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.

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RV PRICING POLICYAPPLIES TO ALL AGREEMENT TYPES ON RATEABLE VALUE PRICING IN UNITED KINGDOM ANDNORTHERN IRELAND1. Unless notified by Sky otherwise, the price of your Sky digital subscription is determined by the rateable value for your

premises that came into effect on 1 April 2017 (in mainland UK) and 1 April 2015 (in Northern Ireland). For the avoidanceof doubt, your Sky digital subscription will continue to be determined by these rateable value listings (i.e. 2017 inmainland UK and 2015 in Northern 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 2017 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.finance-ni.gov.uk/land-property-services

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.

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, PUBS TENANCY AT WILL UK AGREEMENTSAND NI SPORTS CLUBS RECEIVING 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, Pubs Tenancy At Will UK or NISports Clubs’ pricing for eligible sports areas until Sky have received appropriate evidence showing the requiredeligibility criteria is met. In England and Wales, this can often be found on the ratings list of the Valuation Office Agencywebsite (www.voa.gov.uk), or will be on your Rateable Value Certificate/Summary Valuation. In Scotland, you arerequired to submit a Valuation sheet showing a breakdown of your rateable value detailing any outdoor sports areasthat form part of your overall rateable value. This can be requested from your local Scottish Assessors Association office.In Northern Ireland, this can often be found on the ratings list of the Land and Property Services website (www.finance-ni.gov.uk/land-property-services). Sky has sole discretion to determine what constitutes an eligible sports area.

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

8. All eligible 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 eligible 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 eligible sports areas or food sales adjustments that may be applicable),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 audit revealsthat the information is insufficient or incorrect then Sky may withdraw any adjustments applied to the rateable value.

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 Valueof 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 POLICYWhere Sky UK Limited collects personal data (such as yours if you are a natural person or that of your staff), it processes it asdescribed in its privacy policy which is available at www.business.sky.com/page/privacypolicy. Please ensure that you bring thisprivacy policy to the attention of any staff you might have.

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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.

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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

Terms & Conditionsof your BoxNation Agreement

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0818 719 888 ROI

sky.com/business

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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 month’s notice (or, ifrelevant, such alternative notice period as specified in the Pricing and Packaging Flyer) or either partyterminates 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.

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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

(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.

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 30 days’ written notice (or, if relevant, such alternative noticeperiod as specified in the Pricing and Packaging Flyer):

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

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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

(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.

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 2017

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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 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 Racing UK Commercial Premises

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sky.com/business

SB/TC/RUK/0717

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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 a prem-ises to which the public has access. Examples of premises that may be included within this definition arepremises 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 television pro-gramme 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 onemonth’s notice (or, if relevant, such alternative notice period as specified in the Pricing and Packaging Flyer)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 relevant per-mitted area (or areas) at the Premises via digital satellite equipment using Viewing Card(s) provided to youby SSSL. You may only exhibit the Channel in the permitted areas within the Premises and only on televisionsets or screens. Nothing in this Agreement shall give you the right to distribute, exhibit or otherwise show

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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 THIS AGREE-MENT MAY ENTITLE US TO SUSPEND OR TERMINATE YOUR RIGHT TO RECEIVE AND EXHIBIT THE CHANNELAND/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 OF COM-MERCIAL PREMISES. PLEASE ALSO NOTE THAT RECEPTION AND EXHIBITION OF THE CHANNEL FOR PRIVATE ANDDOMESTIC VIEWING IS GOVERNED BY A SEPARATE AGREEMENT AND IS NOT PERMITTED UNDER THIS AGREEMENT.

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. The regis-tered 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 your sub-scription 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 customer serv-ices and billing (including debt collection) on our behalf under the terms of this agreement and so referencesto “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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the Channel otherwise (including but not limited to via a computer terminal or similar equipment) or in anyother 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 "con-sents") 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, in cer-tain types of Premises or as enhancements to the Channel. Such programming or events may either be madeavailable free or for a charge. If offered to you under this Agreement, such programming or events shall bedeemed 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 any promo-tional or other material in such a way as to give viewers the impression that such material forms part of thebroadcast of the Channel, or has been included, approved or endorsed by us, or that the Channel forms partof 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 be broad-cast 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 you stip-ulated at that time, e.g., debit card, credit card or invoice ("Payment Method"). All Subscription Paymentsare 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 due auto-matically from the account which you specified when selecting your Payment Method. We will collect pay-ment in accordance with your selected Payment Plan after we have sent you your first Viewing Card. We willnot 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, togeth-er 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 general-ly at 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 for unau-thorised 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 by tele-phoning 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 a ViewingCard 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 miss-ing or 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 and condi-tions of this Agreement. However, special terms and conditions, including specific restrictions, apply to thereception and exhibit of the Channel in some Premises Types. The Premises Type in respect of which you arepermitted to receive and exhibit the Channel shall initially be as you specified at the time at which you sub-scribed for the Channel or as we may determine from time to time during the Term. We shall have discretionin determining the Premises Type at which you are receiving and exhibiting (and shall be permitted to receiveand exhibit) the Channel. Where the premises at which you are receiving and exhibiting the Channel is oneof the types described in this Condition 11 you agree to abide by the relevant additional terms and condi-tions, including any additional specific restrictions. Where the Premises Type is not one of the following youwill continue to be bound by all other terms and conditions of this Agreement. (For the avoidance of doubt,these additional terms and conditions should be read in conjunction with the other Conditions and not inisolation.)

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 of serv-ices to the public. No premises that is used in any manner for betting or that is licensed for the saleof 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 for view-ing 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 noti-fy us of the number of Rooms in the Hotel. You must also notify us immediately if the number ofRooms in 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 inter-ruption, time delay, addition, commercial or other insertion (including without insertion of any on-screen prompt or icon or audio insertion) inclusion of supplemental material or content (includingby inserting or overlaying any images or other visual or audio material on to the Channel or on to thetelevision screens at the same time as the Channel is present). Without prejudice, the Channel mustalso be exhibited in full (without reduction in size or overlaying) on the entirety of the television setor 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 to per-form 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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that 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 materi-als, 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, negli-gence 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 to pro-vision 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, satisfac-tory quality and fitness for a particular purpose, all of which are hereby excluded to the greatest extent per-mitted 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 or con-tent (whether audio, visual, audio-visual or otherwise) comprised in the Channel or any part of it orotherwise 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 any pur-pose; 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 a televi-sion 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 similar equip-ment) 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, addi-tion, commercial or other insertion (including without insertion of any on-screen prompt or icon oraudio insertion) inclusion of supplemental material or content (including by inserting or overlayingany images or other visual or audio material on to the Channel or on to the television screens at thesame time as the Channel is present). Without prejudice, the Channel must also be exhibited in full(without reduction in size or overlaying) on the entirety of the television set or screen.

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 of con-sents to us on request; and

(c) You will procure, install and maintain at your costs and expense all equipment required to per-form 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.

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, tele-vision 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 Limitedand Sky and any other names used from time to time are, as between us and you, our exclusive property or

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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 any rel-evant statutory requirements).

16. TERMINATION

16.1 You may terminate this Agreement by giving us 30 days’ written notice (or, if relevant, such alternative noticeperiod as specified in the Pricing and Packaging Flyer):

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 pass infor-mation to third parties for the purposes of making credit decisions, fraud prevention, to pursue debtors, to performour 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 is other-wise deemed to be void and/or unenforceable then it shall be severed and struck out of this Agreement. Allof 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 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, war-ranty, 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 going to print - June 2017

Terms & Conditionsof Sky WiFi

08448 244 244 (Independent Outlets)

08442 411 611 (Group Customers)

Call costs to Sky will vary depending on where you are calling from

sky.com/business

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IFI/0118

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 sb2b@sky.uk.

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TERMS AND CONDITIONS OF WI-FI POWERED BY THE CLOUD ON BEHALF OF SKY

Where we refer to ‘we’ or ‘us’ in these conditions, this will mean Sky UK Limited (Sky). Sky is registeredin 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 Service:

■ e-mail us at sb2b@bskyb.com (Independent Outlets) or groupadmin@sky.uk (Group Customers);

■ write to us at Sky Business, PO Box 1805, Freepost SCO3501Livingston, West Lothian, EH54 0BR

■ call 08448 244 244 (Independent Outlets) or 08442 411 611 (Group Customers)

We are committed to providing you with the best possible products and services, but in the

unfortunate circumstance that you have a complaint, please email us at wificomplaints@sky.uk or alternatively,

contact us by writing to us, or calling us, via the contact details provided above. You should follow our complaints

procedure as set out in the Sky Complaints Code of Practice which can be found at www.business.sky.com/page/complaints

or a copy can be provided on request by calling 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) receiving Sky’s products

and services in the UK 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 about Sky

Business to the Communications and Internet Services Adjudication Scheme (“CISAS”), an independent alternative

dispute resolution scheme. CISAS 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: www.cedr.com/cisas

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.

SUBSCRIPTION PAYMENTS FORACCESS TO SKY WIFI AT YOURPREMISES

The subscription payments due in respect of provision of theServices (plus any VAT payable) to each Premises, as set out inthe Sky Packaging and Pricing Flyer.

EQUIPMENT SET-UP FEE PERPREMISES

The set-up fee (plus any VAT payable) set out in the SkyPackaging and Pricing Flyer, or such other fee as Sky may requireyou to pay if it is not possible to carry out a Standard Set-up ofthe Equipment in accordance with clause 4.6 or 4.7 of thisAgreement (as appropriate).

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THE MATERIAL TERMS THAT APPLY TO YOUR SERVICE ARE (THE “MATERIAL TERMS”):

WHAT YOU WILL PAY:

1. DEFINITIONS

1.1 In this Agreement the following expressions have the following meanings:

“ADSL2+” means asymmetric digital subscriber line Backhaul;

“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;

“Business Hours” the hours between 09:00am and 5:00pm on a Business Day;

“Confidential Information”means:

(i) the existence and terms of this Agreement; and

(ii) all financial, business and technical or other data and all other information (whether written, oral orin electronic form or on magnetic or other media) concerning the business and affairs of a party (oran Affiliate of that party) that the other party (or an Affiliate of that party) obtains, receives,develops or has access to as a result of the discussions leading up to or the entering into or theperformance of this Agreement;

“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”means the person, company or business entity set out as such in the Contract Form;

“Customer Branding” any Customer branding for the Landing Page which is in accordance with Sky’s flexibletemplate and which the Customer has agreed with Sky including:

(i) header image of the Customer logo (the size and type to be determined by Sky for best fit andnormally png or jpg format);

(ii) colour schemes for footer text and buttons; and

(iii) background colour;

and which shall be subject to compliance with Sky’s branding guidelines in force from time to time and anyother reasonable instructions Sky shall give. For the avoidance of any doubt (unless otherwise agreedbetween the Customer and Sky) where Sky agrees to provide Customer Branding, the format shall apply tothe Landing Page for all of the Premises and any change to this format which the Customer requests shall, ifagreed by Sky, result in the Landing Page for all of the Premises being changed accordingly. If the Customerrequests a change to a Landing Page for a particular Premises this will only be applied if agreed by Sky andsubject to the Customer paying an additional charge;

“DPA”means the Data Protection Act 1998;

“Edge Device” a router and access point (or similar equipment) selected by Sky;

“Eligible Sky TV Subscription” means a subscription for a minimum of 12 months to one of the followingagreements for Sky TV services; Pubs UK 12 Month, Clubs UK, General DTH UK, Golf Clubs UK, ECB Clubs,Holiday Parks (for bar area), Hotel Bar and Bowling Alleys;

“Equipment” means the PSTN line, Edge Device and any other equipment supplied to you by Sky under thisAgreement;

“FTTC”means fibre to the cabinet Backhaul;

“Hotspot” a location (or in the case of multiple Hotspots at a Premises, the locations) in your Premises where Skyagrees to provide Services through an Edge Device connected over a Backhaul connection to Sky’s datacentre;

“Landing Page” the web page which offers the User the option to log on to the Services (which may includeCustomer Branding where Sky has agreed to provide this for the Customer) and which shall be applied at allPremises uniformly unless the Customer and Sky agree otherwise;

“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”means for each Premises the term of 12 months from the date that the Services are Switched Onat the relevant Premises;

“Network” the Wireless Broadband network operated by Sky;

“Non-Eligible Sky TV Subscription” means a contract for Sky TV services which is not an Eligible Sky TVSubscription. For the avoidance of doubt this shall include the Pubs UK 30 Day contract and such othersimilar contracts which Sky states are not eligible to receive the discounted rate for Subscription Paymentsfor the Services;

“Other Wireless Technologies” any wireless communication technology which Sky may integrate into theNetwork, including without limitation the standards commonly known as:

(a) WiMax;

(b) 2.5G;

(c) 3G;

(d) UMTS;

(e) GSM;

(f) UWB;

(g) 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 ormobile network operators;

“PAYG Access” access to the Network provided to Users by Sky directly and paid for at the time of access by wayof voucher, credit card or other payment method;

“Premises” means each of the premises stated in the Contract Form and any other premises the Sky AccountManager approves in writing can form part of this Agreement in accordance with Clause 3.3;

“Services” the services you requested Sky to provide in the Contract Form (or where it is not possible to providethose services, such other Wireless Broadband access services as Sky may provide in accordance with theterms of this agreement) and such other services as the parties subsequently agree Sky shall provide to theCustomer pursuant to this Agreement;

“Sky TV Subscription Agreement” means either: (i) an Eligible Sky TV Subscription or (ii) a Non-Eligible Sky TVSubscription;

“Standard Set Up” means the standard installation of the Equipment during two separate visits to each of yourPremises as further detailed in clause 4.6 or clause 4.7 below (as appropriate);

“Standard WiFi Service”means the standard WiFi service described in Sky’s Pricing and Packaging Flyer for TV andWiFi services;

“Switched On” and “Switch On” the point in time at which the Hotspots at each Premises are verified by Sky asworking after the date of this Agreement;

“User” any person using or attempting to use the Services; and

“WiFi Premier” means the WiFi Premier service described in Sky’s Pricing and Packaging Flyer for TV and WiFiservices;

“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

(b) wired or wireless IP access networks; and/ or

(c) Other Wireless Technologies; and/or

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(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, any Partner termsand conditions, 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 but notlimited to any Customer Branding (if applicable) and such other services as Sky may at its discretionprovide via the Landing Page);

(d) input details of the Premises into the locator tool on Sky’s website and/or such third party locatortools as 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 DPA);

(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 provide the Services where:

(a) there is 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 and could result in a poor Userexperience.

2.3 Where the Customer has requested that Sky provide access to WiFi Premier Sky will carry out a line test todetermine whether it is possible for the relevant Premises to receive WiFi Premier. If WiFi Premier cannot beprovided to the relevant Premises, Sky will notify the Customer of this and provide the Standard WiFi Serviceat the relevant Premises unless the Customer notifies Sky that it does not wish to receive the Standard WiFiService. Where the Standard WiFi Service is provided to the relevant Premises the Customer shall pay theSubscription Payments stated in the Sky Packaging and Pricing Flyer.

2.4 The Customer acknowledges that Sky’s ability to provide the Services is dependent on the availability of anacceptable Backhaul service to the Hotspot.

2.5 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 practicable.

2.6 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.

2.7 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.

2.8 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.

2.9 The Customer agrees that Sky shall be the exclusive supplier to the Customer of Services using Wireless

Broadband for the duration of this Agreement and that the Customer will not enter any agreement with anythird party or take any steps on its own behalf for the promotion or provision of any services similar to theServices (including installation of any equipment needed to provide similar services) without the priorwritten approval of Sky. This clause shall not apply to any equipment installed or used by the Customer solelyfor the Customer’s internal private business applications which does not conflict with the provision of theServices (to be determined by Sky).

2.10 If you are an individual, you must be 18 or over place your order and to enter in to this Agreement.

2.11 You or the Users (as applicable) will be responsible for all charges that are incurred for accessing anycontent services via the Services.

2.12 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) and change the layout of anyCustomer Branding (if applicable) where necessary to accommodate the changes to the Landing Page, at itsdiscretion and without notification.

3. TERM

3.1 This Agreement shall commence on the Effective Date and continue until the Services provided to all of thePremises are terminated, unless this Agreement is terminated earlier in accordance with its terms.

3.2 The Customer must allow Sky to provide the Services at each of the Premises for the Minimum Term. Serviceswill thereafter continue to be provided to the Premises until either party terminates the Services to thatPremises or this Agreement in accordance with clause 10. During the Minimum Term the Customer shall notbe entitled to downgrade the Services it has chosen to receive at the Premises unless the Customer isentitled to do so in accordance with the terms of this contract or has otherwise agreed this with Sky andpaid Sky such fee as Sky deems appropriate in the circumstances.

3.3 The Minimum Term which applies to a Premises shall be independent of the Minimum Term which applies toanother Premises (where applicable) and termination of the Services to one Premises will not result in thetermination of the Services to any other Premises unless notice is served to terminate this agreement inaccordance with clause 10.

3.4 If the Customer acquires additional premises (not currently forming part of the Premises) then the partiesshall discuss in good faith the terms (including fees which shall be based on Sky’s then current rate card)which shall apply if such premises are to receive the Services. This shall always be subject to the limitationsets out in clause 2.2 above and the consent of the Sky Account Manager. The Customer shall be advised ofany applicable fees in advance.

3.5 Notwithstanding clause 3.2 above, if the Premises are sold for value to a bona fide third party purchaser orthe Premises are no longer managed by the Customer (or its Affiliates) then this Agreement shall, in so faras it applies to the relevant Premises that do not belong to the Customer, be considered to have beenterminated on the date that the Customer notifies Sky of the relevant disposition. The Minimum Term inrespect of each Premises is independent of the Minimum Term for each of the other Premises (if any) andtermination of the Services to one Premises will not result in the termination of the Services to any otherPremises unless notice is served to terminate this agreement in accordance with clause 10.

3.6 Where the Customer requests Sky to install additional Hotspots at a particular Premises, unless the partieshave agreed otherwise, the Switch-On date for that particular Premises shall be the date that the newHotspot is verified as working by Sky notwithstanding that the previous Minimum Term that applied to thatPremises has expired and regardless of whether an existing or new contract/account number has beenallocated to the Customer.

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.

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• Installation of a maximum of 10 metres of telephone cable from the PSTN line to the router;

• Installation of an FTTC compatible 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;

4.8 If certain of the Premises already receive the Standard WiFi Service and you would like Sky to provide WiFiPremier at those Premises, Sky will provide WiFi Premier subject to the Customer paying to Sky the set-upfee stated in the Sky Pricing and Packaging Flyer for upgrading the Services. An upgrade of the Equipment atthe relevant Premises will comprise the following:

(a) An engineer attending the Premises to install a new router (if required); and

(b) An engineer attending the Premises to upgrade the Backhaul from ADSL2+ to FTTC. In some cases itmay be possible for the upgrade to be carried out remotely by the engineer.

4.9 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 as a public WiFi service. You will beresponsible for meeting all costs of installation where a Standard Set Up is not possible (including foradditional equipment and labour time). Your engineer or Sky Account Manager will inform you of anyadditional costs before work commences. If you already have cabling installed at your Premises then thismay be used for the installation without any obligation to you.

4.10 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 Cost and any fee relating to any Site Survey (if applicable) upfront whenplacing your order.

5.2 Sky will collect the Subscription Payments and any additional charges due automatically from your accounteach month in advance after the Services have been Switched On at the Premises, unless the Customer hasa Sky TV Subscription Agreement, in which case such charges shall be collected in line with the terms of thatAgreement. The Subscription Payments shall be deemed to accrue on a daily basis and shall not besuspended at any time unless the parties have expressly agreed this in writing.

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 a rate of 8% above HSBC’s base rate from the date that the sum was due until thedate of actual payment (or otherwise in line with the rates set out under the Late Payment ofCommercial Debts (Interest) Act 1998, as amended). Sky may also seek compensation for the costof recovering such debt in line with the guidelines as set out under the Late Payment of CommercialDebts (Interest) Act 1998, as amended); and/or

(b) suspend the supply of the Services; and/or

(c) convert the Services to PAYG Access for 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.

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4.3 Should any distraint be threatened or levied in respect of any of the Equipment then your entitlement to bein possession of that Equipment will cease immediately. You must give immediate notice of such distraint toSky.

4.4 You must only use the Equipment to get access to the Services at the Premises and not for any otherpurpose.

4.5 Prior to installation of the Equipment, we will contact you to ask you a number of qualifying questions toestablish whether a Standard Set Up is suitable for each Premises and to arrange for installation of theEquipment at times which are convenient to both you and us. This will be subject to your availability, theavailability of the Equipment and our installation partners. Any non-standard set up will require a site surveyof the Premises (“Site Survey”) the cost of which shall be borne by the Customer. If on the day of aninstallation Sky’s engineer considers that additional work is required beyond a Standard Set Up it may benecessary to carry out a Site Survey in place of installation to provide an accurate scope and costing prior toany works being completed. In either case, Sky will notify the Customer of all associated costs before anywork is carried out. Following the results of the Site Survey, Sky will be able to advise the Customer of whenthe installation can be completed. You must ensure that we are able to access your Premises on theappointed days to allow the installation to take place. You may be charged for missed appointments or if theinstallation cannot be carried out if this is caused by you.

4.6 A Standard Set Up of your Equipment for the Standard WiFi Service will require two visits to your Premisesand comprises the following:

(a) An engineer attending your Premises to install a single PSTN line and associated ADSL2+ Backhaul.The PSTN line will need to be situated within 1 metre of 2 available power sockets. If 2 power socketsare not available then you will be responsible for providing these prior to installation of the EdgeDevice and will be charged a fee for the engineer’s visit to the Premises if these are not availablewhen the engineer attends to install the Edge Device. Sky will provide the engineer with instructionsof where the PSTN line should be located (which will have been agreed with you in advance). If youask the engineer to install the new PSTN line elsewhere this may hinder the installation of the EdgeDevice and require a line shift request which will delay service activation. If a location cannot beagreed, this may result in your PSTN line installation being re-booked and a fee will be charged forthe engineer’s visit to the Premises;

(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;

4.7 A Standard Set Up of your Equipment for WiFi Premier will require two visits to your Premises and comprisesthe following:

(a) An engineer attending the Wi-Fi Site to install a single PSTN line and associated FTTC Backhaul. ThePSTN line will need to be situated within 1 metre of 2 available power sockets. If 2 power sockets arenot available then you will be responsible for providing these prior to installation of the Edge Deviceand will be charged a fee for the engineer’s visit to the Premises if these are not available when theengineer attends to install the Edge Device. Sky will provide the engineer with instructions of wherethe PSTN line should be located (which will have been agreed with you in advance). If you ask theengineer to install the new PSTN line elsewhere this may hinder the installation of the Edge Deviceand require a line shift request which will delay service activation. If a location cannot be agreed, thismay result in your PSTN line installation being re-booked and a fee will be charged for the engineer’svisit to the Premises;

(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;

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5.8 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.

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

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) provide Sky with exclusive use of and access to the Equipment and not use or permit to be used theEquipment in each Premises for any purposes other than the provision of the Services by Skypursuant to this Agreement for the Minimum Term and any subsequent period in which Services areprovided under this Agreement;

(c) 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, determineand upon the terms and conditions of Sky’s agreements with such Partners;

(d) 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 periodof service applicable to each Hotspot;

(e) in the event that Sky displays and/or uses the Customer’s logo, trademarks or descriptiveinformation concerning the Customer and the Premises in the Materials, on the Landing Page, Sky’swebsite, and/or, in the case of descriptive information only, any information resource operated by aPartner, hereby grant to Sky all permissions or licences necessary for such display and/or use;

(f) 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;

(g) 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;

(h) provide Sky and the Partners with reasonable and prior agreed (which agreement shall not beunreasonably withheld or delayed) access to the Premises: (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 Premises;

(i) 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, in respect ofwhich the Customer shall be responsible for ensuring that the Services meet its businessrequirements and comply with any payment card industry data standard or similar, the Customershall not connect any equipment, devices or applications to the Network or enter into anyagreement with any third party, for the provision of a Wireless Broadband network to support suchequipment, devices or applications;

(j) prior to Switch On and throughout the term that Services are provided at each Premises promotethe availability 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;

(k) publicise, and allow Sky to publicise (including promotional activity), the availability of the Services;

(l) 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;

(m) not resell or sublicense the Services; and

(n) indemnify Sky up to the full replacement value against fire, theft, damage or vandalism to anyproperty of Sky whilst the same is sited at the Premises (including the Equipment);

(o) where applicable, ensure that any advertising which the Customer supplies to Sky for publishing onthe Landing Page (or otherwise), complies with the CAP Code and all other relevant regulations andlaws;

(p) on the Effective Date and at any other time during the term of this Agreement on request by Sky,provide Sky with an up-to-date estate list detailing the full address (including postcode) of eachvenue and contact name for the relevant Premises to which Sky provides the Services.

6.2 If Sky provides the Customer with software in connection with the Services, Sky grants to the Customer arestricted, non-exclusive, non-transferrable license to use the software solely to the extent necessary topermit the Customer to enjoy the Services during the term of this Agreement.

6.3 The Customer shall not and shall not authorise or permit any third party to:

(a) copy, alter or in any way modify the software without the prior written consent of Sky or createderivative works;

(b) translate, decompile, disassemble, reverse compile, reverse engineer, interrogate, or decode thesoftware or in any other manner reduce the software to human perceivable form, except to theextent (but only to such extent) that any restrictions set forth in this clause are not permitted underapplicable law;

(c) bypass or delete any copy protection methods that are intended to prevent unauthorised copyingor use of the software; or

(d) electronically distribute, timeshare, market by interactive communication means or by remoteprocessing services the software.

6.4 The Customer shall not (nor shall the Customer authorise any third party to) copy or use the software ortheir functions onto, on behalf of or in relation to any third party products, devices or services. The Customeracknowledges that the licences granted under this Agreement do not provide the Customer or any User withany title or ownership rights in or to the software, but only a right of limited use.

6.5 Without prejudice to Sky’s rights under clause 10, if the Customer fails to fulfil its obligations under clause 6,then Sky may at its option:

(a) suspend or cease the provision of Services to any Premises 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 are each carrying out and shall throughout the term of this Agreement carry out thebusiness activity 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 anyPremises coming into effect. On receipt of such notice we will review whether the current Sky TVSubscription Agreement you have with us is appropriate for the Premises type and take such actionas we consider 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.

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 any

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10. TERMINATION

10.1 You may terminate this Agreement:

(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) subject to clause 10.2, by giving Sky no less than 30 days’ written notice if Sky has given notice to youof a variation in accordance with clause 5.6 or 12.10 during the Minimum Term, which is likely to resultin a change causing material detriment to you;

(c) immediately by written notice in any of the following events:

(i) if Sky commits a material breach of this Agreement and where such breach is capable of remedy, failsto remedy such breach within thirty (30) days from the service of written notice specifying thebreach and requiring it to be remedied

(ii) if Sky goes into receivership or liquidation (other than for the purposes of solvent amalgamation orreconstruction) or becomes bankrupt or insolvent or makes any composition with its creditors.

10.2 If you wish to terminate the provision of the Services to a Premises pursuant to 10.1(b) above, such noticemust be given by you no later than one month after the date on which the change or variation is notified toyou. The notice shall expire at the earliest on the date on which such material change takes effect. Theparties agree that if the Customer fails to serve the notice within the period prescribed by this clause, theCustomer shall be deemed to have accepted the change or variation and this agreement (including theamendment) shall continue in accordance with its terms.

10.3 If you subscribe to a Eligible Sky TV Subscription and you terminate that agreement in accordance withconditions 17.1(b) or 17.1(c) of the standard terms of that agreement you may either:

(a) continue to receive the Services in accordance with the terms of this Agreement on a standalonebasis;

(b) notwithstanding that the Minimum Term for the Premises under this Agreement may not haveexpired, terminate this Agreement at the same time as your Eligible Sky TV Subscription by givingwritten notice to Sky at the same time as any notice your Eligible Sky TV Subscription you shall bedeemed to have elected to continue to receive the Services in accordance with the terms of thisAgreement;

10.4 If your Eligible Sky TV Subscription is suspended or ends (in all cases save where termination has occurredbecause you have exercised your right under that agreement to terminate following a breach of those termsby Sky), then Sky may at its discretion:

(a) suspend or end this Agreement in respect of some or all of the Premises;

(b) charge you the relevant Subscription Payments payable by Non-Eligible Sky TV SubscriptionCustomers if Sky is content to continue providing the Services under this Agreement.

10.5 Sky may terminate this Agreement at any time:

(a) by giving you 7 days written notice if you breach any provision of this Agreement (which shall for theavoidance of doubt include non-payment of any Subscription Payment, if applicable) and suchbreach is not been resolved within 7 days of the date of the breach;

(b) immediately on written notice where you go into receivership or liquidation (other than for thepurposes of solvent amalgamation or reconstruction) or becomes bankrupt or insolvent or makesany composition with its creditors; or

(c) by giving not less than 30 days’ prior written notice to you.

10.6 If the Services to a Premises are terminated by you during the Minimum Term other than in accordance withthe provisions of clauses 10.1(b), 10.1(c), 10.3(b) you shall pay to Sky an early termination charge. The 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 in not having to continue to provide the Services for the relevant term.This clause shall be without prejudice to limitation to any other remedies available to Sky in respect of anybreach of the Agreement by you or the breach of any offer terms which apply to you.

10.7 Termination of this Agreement for whatever reason shall not affect the rights or remedies of either party in

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of 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 Subject to clause 9.1, neither Sky, nor its agents has any liability under this Agreement in respect of thefollowing:

(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) the termination of this Agreement or the termination of your Sky TV Subscription Agreement (orservices provided under that agreement) in accordance with the terms of that agreement;

(e) suspension or termination of the Service in accordance with the terms of this Agreement;

(f) 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;

(g) 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;

(h) for any loss or damage caused by viruses or unauthorised use of, or attempts to access, the Servicesor your equipment.

9.3 Subject to clause 9.1, neither Sky, nor its agents has any liability under this Agreement in respect of any ofthe following losses (whether direct or indirect):

(a) any loss or corruption of data or information; or

(b) any loss of business, or contracts, or profits, or revenue, or anticipated savings; or

(c) any loss of reputation, or goodwill or revenue; or

(d) any increased costs, or charges, or expenses,

resulting from breach of contract, negligence or any other tort on the part of Sky or any of its officers,employees, sub-contractors or agents.

9.4 Subject to clause 9.1, neither Sky, nor its agents has any liability under this Agreement in respect of anyindirect, consequential or pure economic loss, costs, damages, charges or expenses arising from breach ofcontract, negligence or any other tort on the part of Sky or any of its officers, employees, sub-contractors oragents.

9.5 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.

9.6 Subject to clauses 9.1 to 9.5 (inclusive) and clause 9.7, Sky’s total aggregate liability to the Customer whetherbased on an action or claim in contract, tort (including negligence), breach of statutory duty or otherwisearising out of, or in relation to, this Agreement in respect of events occurring in each successive period oftwelve (12) months during the term of this Agreement, commencing on the Effective Date will be limited toan amount equal to the fees payable by the Customer in respect of such period which have been:

(a) paid;

(b) invoiced but unpaid; and

(c) accrued but not invoiced.

9.7 Subject to clauses 9.1 to 9.5 (inclusive), Sky’s total aggregate liability to the Customer in respect of loss ordamage to tangible property caused by Sky’s negligence shall not exceed one million pounds (£1,000,000).

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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 No variation to this Agreement shall be effective unless in writing and signed by a Director or other dulyauthorised officer of each of the parties.

12.12 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).

12.13 This Agreement may be entered in to in any number of counterparts all of which when taken together shallconstitute one and the same instrument and a party may enter in to this Agreement by executing any suchcounterpart. Each Party agrees that the delivery of this Agreement by electronic transmission, includingcopies of the executed signature pages via pdf, shall have the same force and effect as delivery of originalsignatures and that each Party may use such copies of the executed signature pages as evidence of theexecution and delivery of the Agreement by all Parties.

12.14 Each party undertakes that it shall not at any time disclose Confidential Information related to the otherparty except as permitted as follows. Each party may disclose the other party’s Confidential Information: (a)to its employees, officers, representatives or advisers who need to know such information for the purposesof carrying out the party’s obligations under the Agreement. Each party shall ensure that its employees,officers, representatives or advisers to whom it discloses the other party’s confidential information complywith this clause 12.13, and (b) as may be required by law, court order or any governmental or regulatoryauthority. Neither party shall use any other party’s confidential information for any purpose other than toperform its obligations under the Agreement. The provisions of this clause 12.13 shall continue to apply aftertermination of the Agreement.

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

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respect 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 either give Sky reasonable access to the Premises to allow Sky to collect any Equipment, orreturn the Equipment to Sky within 30 days of the termination of the Agreement if requested by Sky,at the Customer’s cost;

(c) the PSTN line and Backhaul will be deactivated but you acknowledge that the PSTN line access pointwill 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 the KeyTerms. A notice to Sky must be sent by pre-paid post to: Sky Subscribers Services Limited, PO Box 1805,Livingston, West Lothian, EH54 7BR (UK) with a copy to the Head of Legal and Business Affairs, Sky UKLimited, 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 Where an Affiliate of Sky performs Sky’s obligations under this Agreement such Affiliate shall be permittedto enforce Sky’s rights and/or obligations under this Agreement, but in all other cases, the parties to thisagreement agree that the terms of this Agreement shall not be enforceable by a third party under theContracts (Rights of Third Parties) Act 1999.

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.

Correct at time of going to print - December 2017