EXHIBIT 10.37
CONTRACT BETWEEN
BRITISH TELECOMMUNICATIONS PLC
AND
CASTLE TRANSMISSION INTERNATIONAL LIMITED
FOR THE PROVISION OF
DIGITAL TERRESTRIAL TELEVISION
NETWORK DISTRIBUTION SERVICE
1
INDEX
- -----
1. Interpretation
2. Provision of the Service
3. Acceptance Tests
4. BT Equipment and Site Requirements, and Customer's Content Signals
Responsibilities
5. Connection of Equipment to the Service
6. Access and Site Regulations
7. Use of the Service
8. Intellectual Property Rights
9. Intellectual Property Right Indemnities
10. Confidentiality
11. Charges and Deposits
12. Limitation of Liability
13. Matters Beyond Either Party's Reasonable Control
14. Escalation and Dispute Resolution
15. Termination of this Contract by Notice
16. Breaches of this Contract
17. Changes to this Contract
18. Insurance
19. Assignment
20. Entire Agreement
21. Notices
SCHEDULES
1. Description of the Service
2. Charges for the Service
3. Late Delivery Payments and Abatements
4. Functional Design Specification
5. Implementation Plan
6. Acceptance Tests
7. Network Management Service
8. Specifications of Customer's Content Signals
9. Persons permitted to receive confidential information
10. Contract Change Order Form
2
THIS CONTRACT is made 19 May 1998
BETWEEN
BRITISH TELECOMMUNICATIONS PLC whose registered office is at 81 Newgate Street,
London EC1A 7AJ, registered in England No. 1800000 ("BT").
AND
CASTLE TRANSMISSION INTERNATIONAL LIMITED whose registered office is at Warwick
Technology Park, Gallows Hill, Heathcote Lane, Warwick CV34 6TN, registered in
England No. 3196207 ("the Customer")
INTRODUCTION
1. The Customer has requested BT to provide a Digital Terrestrial
Television Network Distribution Service ("DTTV Service").
2. BT and the Customer have agreed the DTTV Service will be provided on
the terms and conditions of this Contract.
IT IS AGREED AS FOLLOWS:
1. INTERPRETATION
1.1 In this Contract the following words and phrases have the following
meanings:
GENERAL DEFINITIONS :
"Abatements" means the payments described in Part 3 of Schedule
3.
"Acceptance Criteria" means the acceptance criteria described in Part
2 of Schedule 6
"Acceptance Tests" means the acceptance tests described in Part 1
of Schedule 6.
3
"ASI" means Asynchronous Serial Interface, a DVB
transport stream specification.
"ASI mux" or "ASI means a BT proprietory interface device which
multiplex" combines or separates a number of individual
transport streams for carriage over the DTTV
Distribution Network.
"Broadcasting means the Independent Television Commission
Authority" as defined in the Broadcasting Acts 1990 and
1996, or, in the case of the BBC the
government department and/or governing body
having jurisdiction over the BBC's broadcasting
activities under any Charter establishing the
BBC or any amendment thereto.
"BT Equipment" means equipment (including software) placed
on a Site by BT for the provision of the Service.
"BT's Licence" means the Licence granted to BT under Section
7 of the Telecommunications Act 1984.
"BT's Licensed Area means the United Kingdom other than the area
in the United in which Kingston Communications (Hull) plc is
Kingdom" licensed to run telecommunication systems
under its licence granted to it under Section 7 of
the Telecommunications Act 1984
"Charges" means the charges payable by the Customer for
the Service in accordance with Clause 11 and
Schedule 2.
"CNAP" means a Core Network Access Point, being a
primary point at which access and/or egress
4
can be provided to the DTTV Distribution
Network.
"Connection Point" means a block terminal, a socket for a
removable plug, a distribution frame, or any
other device supplied and installed by BT at
Playout Centres and/or at Transmitter Sites.
"Customer's Content means video, audio and data signals of the
Signals" Customer, or of any third party the Customer
allows to use the Service, having the technical
characteristics and specifications described in
Schedule 8.
"Customer means equipment directly connected to the
Equipment" DTTV Distribution Network used by the
Customer, or by any third party the Customer
allows to use the Service.
"Day" means, for the purposes of Schedule 3, Day as
described in Part 1 of Schedule 3.
"Digital Network means the industry body of that name established
Group" to facilitate the introduction of digital
television in the United Kingdom.
"Distribution Input means an interface (physical, electrical and data)
Interface" at which the Customer or its agent delivers the
Customer's Contents Signals to BT for distribution
across the DTTV Distribution Network, having the
characteristics described in Part 1 of Schedule 1.
"Distribution Output means an interface (physical, electrical and data)
Interface" at which BT delivers the Customer's
5
Contents Signals back to the Customer or its
agent after completing its passage through the
DTTV Distribution Network, having the
characteristics described in Part 1 of Schedule 1.
"DTTV Distribution means the network to be established by BT for
Network" providing the Service.
"DTTV Multiplex means a multiplex service as defined in the
Service" Broadcasting Act 1996.
"DVB" means the standards developed by the Digital
Video Broadcasting Project.
"Emergency" means an emergency of any kind including any
circumstance whatever resulting from major
accidents, natural disasters and incidents
involving toxic or radio-active materials.
"Emergency means in respect of any locality :-
Organisations" (i) the relevant public police, fire, ambulance
and coastguard services for that locality; and
(ii) any other similar organisation providing
assistance to the public in Emergencies in respect
of which BT provides a public emergency call
service.
"Full Testing means the Full Testing Service as described in
Service" Part 1 of Schedule 1.
"Functional Design means the document describing the technical
Specification" characteristics and specifications relating to the
Service as described in Schedule 4.
6
"Group Company" means a subsidiary or holding company of BT or
of the Customer (as appropriate), or a subsidiary
of that holding company, all as defined by Section
736 of the Companies Act 1985.
"Implementation means the BT implementation plan for delivery
Plan" and testing of the Service as described in
Schedule 5.
"Late Delivery means the payments described in Part 1 of
Payments" Schedule 3.
"Loss of Service" means Loss of Service as defined in Part 2 of
Schedule 3.
Minimum Period means the period from signature of this Contract
to the expiry of the 12th anniversary of 31
October 1998 or such later date as may be
substituted pursuant to the provisions of Sub-
clause 17.2.1, and as such period may be
extended by the Customer pursuant to the
provisions of Sub-clause 15.1.
"Multiplier" means the Multiplier as described in Part 1 of
Schedule 3.
"Network means the network management service and fault
Management reporting procedure as described in Schedule 7 to
Service" be provided under this Contract in relation to the
Service.
"Operational Service means the date as defined in paragraph 1.4 (b) of
Date" Schedule 2.
7
"Phase 1 means the Phase 1 Transmitter Sites as defined
Transmitter Sites" in Part 1 of Schedule 3 and as described in Part
2 of Schedule 1.
"Phase 2 means the Phase 2 Transmitter Sites as defined
Transmitter Sites" in Part 1 of Schedule 3 and as described in Part
2 of Schedule 1.
"Playout Centre" means a playout centre detailed in Part 3 of
Schedule 1.
"Playout Centre means the owner of a Playout Centre.
Owner"
"Preliminary Testing means the Preliminary Testing Service as
Service" described in Part 1 of Schedule 1.
"Region" means a region listed in the Table at the end of
Part 1, Schedule 1, paragraph 2.
"Service" means the service or, where appropriate, the
services or part of a service, to be provided by
BT to the Customer as described or referred to in
Part 1 of Schedule 1.
"Service Connection means the initial Service Connection Charge
Charge" payable by the Customer as described in
Schedule 2.
"Service Delivery means the respective service delivery dates set
Dates" out in Schedule 1, Part 2, column 6 by which a
fully operational Service is to be provided to the
Customer at the respective Transmitter Sites set
out in Schedule 1, Part 2, column 2.
"Service Full Testing means the respective service full testing dates
Dates" setout in Schedule 1, Part 2, column 5 by which
the Full Testing Service is to be provided for
Acceptance Tests at the respective Transmitter
Sites set out in Schedule 1, Part 2, column 2.
8
"Service Preliminary means the respective service preliminary Testing
Testing Dates" Dates set out in Schedule 1, Part 2, column 4 by
which the Preliminary Testing Service is to be
provided for Acceptance Tests to the respective
Transmitter Sites set out in Schedule 1, Part 2,
column 2.
"Service Rental means the annual Service Rental Charge payable
Charge" by the Customer as described in Schedule 2.
"Site" means the Playout Centre(s) and Transmitter
Site(s) as detailed in Schedule 1.
"SNAP" means a Separacy Network Access Point, being
a separate, secondary point at which access or
egress can be provided to the DTTV Distribution
Network.
"Transmitter Site" means a transmitter site detailed in Schedule 1,
Part 2, column 2.
"Transmitter Site means the owner of a Transmitter Site as detailed
Owner" in Schedule 1, Part 2, column 3.
1.2 The Schedules form part of this Contract. References to Clauses or Sub-
clauses are to Clauses or Sub-clauses of this Contract; references to
paragraphs are to paragraphs of the appropriate Schedule. Clause headings
are inserted for convenience only, and will not affect the interpretation
of this Contract.
9
1.3 References to Statutes or to Statutory Instruments include any modification
or re-enactment of the same.
1.4 Except where the context otherwise requires, references to the singular
will include the plural, and vice versa.
2. PROVISION OF THE SERVICE
2.1 BT will provide the Service to the Customer on the terms of this Contract.
2.2 BT will provide the Preliminary Testing Service, the Full Testing Service,
and fully operational Service to the Transmitter Sites by the respective
Service Preliminary Testing Dates, Service Full Testing Dates, and Service
Delivery Dates, but if BT does not do so, its only financial liability to
the Customer will be to pay Late Delivery Payments in the circumstances
described in Part 1 of Schedule 3.
2.3 BT has designed the network it will use to provide the Service to achieve
a minimum 99.99% availability of Service. However, in the nature of any
service it cannot be guaranteed that faults will never arise. The Customer
will be entitled to Abatements for Loss of Service in the circumstances
described in Part 3 of Schedule 3, and BT will provide a fault monitoring,
reporting and repair service as part of the Network Management Service.
2.4 The performance and functionality of the Service will not be affected by
dates, prior to, during or after 1 January 2000. In particular:
10
(a) No value for current date will cause any interruption in operation.
(b) Date-based functionality will behave consistently for dates prior
to, during and after 1 January 2000.
(c) In all interfaces and data storage, the century in any date will be
specified either explicitly or by unambiguous algorithms or
inferencing rules.
(d) Year 2000 will be recognised as a leap year.
2.5 BT may from time to time give the Customer advice concerning matters
essential to health, safety or the quality of any telecommunications
service provided by BT to the Customer or any other customer.
2.6 In the event of an Emergency, BT may suspend the Service in order to
give Emergency Organisations or departments of central or local
government access to the Service in accordance with requests made under
Condition 9 of BT's Licence, or in order to comply with orders or
directions of a competent authority in exercise of statutory or other
executive powers in connection with such Emergency, and suspension in
such circumstances will be treated as an event arising under Clause 13.
2.7 (a) BT will co-operate with the Customer's own customer DTTV Multiplex
Service operators' systems integrators as required to enable the
integration of the DTTV Distribution Network with the Customer's own
customer multiplex and distribution systems, and generally in the
provision of the Service during the term of this Contract.
Correspondingly, the Customer will procure that such third parties co-
operate with BT in the installation and operation of the DTTV
Distribution Network.
(b) BT will deploy its people as necessary to enable the Services to be
available to the relevant Transmitter Sites for testing in accordance
with the provisions of Clause 3 and to enable fully operational Services
to commence on the Service Delivery Dates.
11
3. ACCEPTANCE TESTS
3.1 BT will give the Customer 5 working days' prior notice of BT's intention to
carry out Acceptance Tests at Sites to be specified in the notice. The
Customer's nominated representatives will be entitled to attend the
Acceptance Tests, but as witnesses only. BT will accommodate as many of
the Customer's nominated representatives for such attendance as it
reasonably can, and in any event a minimum of three. BT will at all times
remain in control of testing the Service while the Acceptance Tests are
carried out.
3.2 Provided BT considers that the Acceptance Tests demonstrate that the
Service meets the Acceptance Criteria, BT will notify the Customer in
writing of the satisfactory completion of the Acceptance Tests with copies
of the results as soon as they are available. The Customer will respond as
soon as reasonably practicable and in any event within 5 working days of
receipt of such written notification and copy results, failing which the
Service will be deemed to be acceptable and ready for provision to the
Sites specified in such BT notice. Where the Customer does not respond to
this notice, any subsequent Late Delivery Payments that may become due as a
result of such failure to respond will be reduced in accordance with the
number of days taken by the Customer to respond to this notice.
3.3 If the Customer notifies BT that in its opinion the Service does not meet
the Acceptance Criteria, BT will rectify the Service as soon as reasonably
practicable in order that it meets the Acceptance Criteria. If BT disputes
the Customer's notice the matter will be regarded as a technical dispute
for the purposes of Clause 14 and dealt with accordingly.
4. BT EQUIPMENT AND SITE REQUIREMENTS, AND CUSTOMER'S CONTENT SIGNALS
RESPONSIBILITIES
4.1 In order to be able to provide the Service, BT requires the Customer (at
its own expense) to seek to arrange for the following at the Sites (up to
the respective boundaries of the Sites):
12
(a) obtain and maintain all necessary landlords' consents, planning
permissions, way-leaves and other third party consents (including
those of Playout Centre Owners, and Transmitter Site Owners) needed
to install, commission, maintain, operate and use the BT Equipment at
the Sites and connect and operate the Service at the Sites, including
consents for any necessary alterations to buildings;
(b) pay all necessary connection charges, site rents, or any other fees
required or levies made by third parties (including landlords, Playout
Centre Owners, and Transmitter Site Owners) in connection with
operating the Service at the Sites;
(c) provide a suitable environment, accommodation, foundations, power
supplies, connection points, support and other facilities at the
Sites, including all necessary trunking, conduits and cable trays, as
detailed in section 11 of the Functional Design Specification in
accordance with the relevant installation standards;
(d) take up or remove, any fitted or fixed floor coverings, ceiling
tiles, suspended ceiling and partition covers, as BT advises are
reasonably necessary, and carry out afterwards any making good or
decorator's work as required;
and BT will not be liable for any failure to provide Service which is due
or mainly due to the requirements described in Sub-clauses 4.1 (a), (b),
(c) and (d) not being met in accordance with timescales as set out in the
Implementation Plan or not being maintained for the duration of the
Contract, in each case to the extent that such requirements are not met or
maintained.
4.2 The Customer's Content Signals at the Distribution Input Interfaces will be
delivered in compliance with the specifications and standards described in
Schedule 8. Whilst it is acknowledged that failure to provide continuous
Customer's Content Signals does not constitute a breach of this Contract,
the Customer will use reasonable endeavours to provide continuous
Customer's Content Signals at the Distribution Input Interfaces. BT will
not be liable for any failure to provide Service which is due
13
or mainly due to Customer's Content Signals not being delivered
continuously at the Distribution Input Interfaces, and/or not being
delivered in compliance with the specifications and standards described in
Schedule 8, in each case to the extent that Customer's Content Signals are
not so delivered. The Customer acknowledges that BT is not responsible for
delivery of the Customer's Content Signals up to the Distribution Input
Interfaces nor for onward carriage of the Customer's Content Signals from
the Distribution Output Interfaces nor for any payments in relation
thereto.
4.3 The Customer is responsible for the BT Equipment at all Sites and must not
add to, modify or in any way interfere with such BT Equipment, nor allow
anyone else (other than someone authorised by BT) to do so. The Customer
will be liable to BT for any loss of or damage to such BT Equipment, except
where such loss or damage is due to fair wear and tear, an event covered by
Clause 13, or is caused by BT or anyone acting on BT's behalf.
4.4 BT will not be liable for any failure to provide Service which is due or
mainly due to any interference, modification, addition to, or loss or
destruction of, BT Equipment at any Site except where such loss or damage
is due to fair wear and tear or is caused by BT or anyone acting on BT's
behalf.
5. CONNECTION OF EQUIPMENT TO THE SERVICE
5.1 Any equipment connected to or used with the Service must be connected and
used in accordance with any instructions, safety and security procedures
applicable to the use of that equipment.
5.2 Any equipment which is attached (directly or indirectly) to the Service
must be technically compatible with the Service and approved for that
purpose under any relevant legislation.
14
6. ACCESS AND SITE REGULATIONS
6.1 In order to be able to provide the Service, BT requires the Customer (at
its own expense) to seek to arrange for access, for anyone duly authorised
for this purpose by BT, to any Site and any other premises outside BT's
control, at all reasonable times. During a period from 3 months prior to
each Service Preliminary Testing Date to each Service Delivery Date, the
Customer will seek to arrange continuous 24-hour access for BT to relevant
Sites, but in any event BT will require a minimum level of access to
relevant Sites as described in Schedule 5. Subsequently, to carry out any
major planned works or maintenance, BT will require 24-hour access at Sites
from time to time on giving 3 days' notice. BT may also require immediate
24-hour access at Sites to rectify faults in Service. Otherwise, BT will
normally only require access during its usual working hours but may, on
reasonable notice, require access at other times which the Customer will
seek to arrange.
6.2 BT employees and anyone acting on BT's behalf will observe the Customer's,
or the relevant Site owner's, reasonable Site regulations in force from
time to time as advised in writing to BT or drawn to BT's attention at the
Site. In the event of any conflict between such Site regulations and this
Contract, this Contract will prevail.
6.3 The Customer will provide a suitable and safe working environment at all
Sites for BT employees and anyone acting on BT's behalf.
6.4 BT will not be liable for any failure to provide Service which is due or
mainly due to the access requirements described in Sub-clause 6.1 not being
met, to the extent that such requirements are not met, or to a suitable and
safe working environment not being provided for BT employees or for anyone
acting on BT's behalf at any Site, to the extent that such environment is
not provided.
15
7. USE OF THE SERVICE
7.1 It is the Customer's responsibility to obtain and keep in force any licence
necessary for the Customer to use the Service, and not to permit any third
party to use the Service where such third party does so in the absence of,
or in breach of, any licence necessary for it to do so. Without prejudice
to the generality of the foregoing, this includes any licence or consent
required from a Broadcasting Authority.
7.2 The Service must not be used in a way that:
(a) places BT in breach of BT's Licence, or in breach or contravention of
the Telecommunications Act 1984, or of the Broadcasting Acts 1990 or
1996, or gives rise to proceedings being taken against BT under
Section 13 of the Broadcasting Act 1990; or
(b) does not comply with any advice given by BT under Sub-clause 2.5 or
which does not comply with Clause 5.
7.3 The Customer must indemnify BT against any claims or legal proceedings
which are brought or threatened against BT :
(a) by any third party because the Service is used in breach of Sub-clause
7.1 or 7.2; or
(b) by any third party the Customer permits to use the Service if the
Service not available for use by that third party because of any
failure of the Service; or
(c) by any third party because the Customer's Content Signals are in
breach of any duty of confidentiality or privacy, or infringe or
prejudice any intellectual property rights, or are defamatory or
obscene, or are otherwise unlawful.
16
7.4 (a) Where any of such claims or proceedings described in Sub-clause 7.3
are of a criminal nature, or are likely to affect BT's Licence or any
rights or obligations of BT arising out of BT's Licence, or BT's
compliance with, breach or contravention of, or exercise of any rights
under, the Telecommunications Act 1984 or the Broadcasting Acts 1990
or 1996, BT will retain conduct and control of such claims or
proceedings but it will be a condition of this indemnity that BT will
notify the Customer promptly in writing (so far as practicable) of any
such claims or proceedings, make no admission in relation to the same
without prior consultation with the Customer, and keep the Customer as
fully informed as practicable as to the progress of such claims or
proceedings.
(b) In relation to any other such claims or proceedings, it will be a
condition of this indemnity that BT must :-
(i) notify the Customer promptly in writing of such claim or
proceeding;
(ii) make no admission in relation to the same;
(iii) allow the Customer to conduct all negotiations and proceedings,
subject to regular consultation with BT, and give the Customer
all reasonable assistance in doing so (the Customer will pay
BT's reasonable costs and expenses for such assistance).
7.5 If as a result of use of Service in contravention of Sub-clause 7.1 or 7.2
BT is prevented by an injunction or other order of a court of competent
jurisdiction from providing the Service, or receives an order or
instruction from a competent authority to cease providing the Service, or,
in its reasonable opinion, after consultation with the Customer, is exposed
to criminal liability if it continues to provide the Service, without
prejudice to its right to terminate this Contract BT may suspend the
Service until such court order is lifted or, in the case of criminal
liability, BT receives such
17
assurances as BT reasonably considers to be sufficient that there will be
no criminal liability arising from restoration of the Service.
7.6 The limitations and exclusions of liability contained in Clause 12 do not
apply to this Clause.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Where software is provided to enable the Customer to use the Service, BT
grants the Customer a non-exclusive, non-transferable licence to use the
software for that purpose.
8.2 The Customer will not, without BT's prior written consent, copy or (except
as permitted by law) decompile or modify the software, nor copy the manuals
or documentation. The Customer will be entitled to a minimum of 3 copies
of appropriate software, manuals and documentation.
8.3 The Customer will sign any agreement reasonably required by the owner of
the copyright in the software to protect the owner's interest in that
software, provided this does not result in any adverse financial
consequences for the Customer.
9. INTELLECTUAL PROPERTY RIGHT INDEMNITIES
9.1 BT will indemnify the Customer against all claims and proceedings arising
from infringement of any intellectual property rights by reason of BT's
provision of the Service to the Customer. As a condition of this indemnity
the Customer must:
(a) notify BT promptly in writing of any allegation of infringement;
(b) make no admission relating to the infringement;
(c) allow BT to conduct all negotiations and proceedings, subject to
regular consultation with the Customer, and give BT all reasonable
assistance in
18
doing so (BT will pay the Customer's reasonable costs and expenses for
such assistance); and
(d) allow BT to modify the Service, or any item provided as part of the
Service, so as to avoid the infringement, provided that the
modification does not materially affect the performance of the Service
or increase the Customer's costs. For these purposes any reduction in
availability of Service will be regarded as material.
9.2 The indemnity in Sub-clause 9.1 does not extend to infringements caused by
any Customer equipment, software, or services, or any combination of them,
used in conjunction with the Service, except in all cases where such
matters are permitted under this Contract. The Customer will indemnify BT
against all claims, proceedings and expenses arising from such
infringements on the same terms (mutatis mutandis) as the indemnity by BT
contained in Sub-clause 9.1.
9.3 The limitations and exclusions of liability contained in Clause 12 do not
apply to this Clause.
10. CONFIDENTIALITY
10.1 The parties will keep in confidence any information (whether written or
oral) of a confidential nature (including software and manuals) obtained
under this Contract and will not disclose that information to any person,
other than those persons listed in Schedule 9 who need to know the
information, without the written consent of the other party.
10.2 This Clause 10 will not apply to:
(a) any information which has been published, other than through a breach
of this Contract;
(b) information lawfully in the possession of the recipient before the
disclosure under this Contract took place;
19
(c) information obtained from a third party who the recipient reasonably
believed was free to disclose it; and
(d) information which a party is required to disclose to a competent
regulatory authority, or information which a party is requested to
disclose and, if it did not, could be required by law to do so.
10.3 This Clause 10 will remain in effect for as long as the information remains
confidential, unless the parties otherwise agree.
11. CHARGES AND DEPOSITS
11.1 The Charges for the Service, calculated in accordance with the BT Price
List, are as set out in Schedule 2. Charges will commence and fall due as
specified in Schedule 2.
11.2 The Customer will pay the Charges within 45 days of the date of BT's
invoice, provided that the invoice date will not be earlier than the
payment dates described in Schedule 2. BT may charge daily interest on
late payments at a rate equal to 4% per annum above the base lending rate
of Midland Bank plc.
12. LIMITATION OF LIABILITY
12.1 BT accepts liability for late provision and the quality of the Service,
other than where caused by an event covered by Clause 13, but only to the
extent stated in Sub-clauses 2.2 and 2.3 and Schedule 3.
12.2 Each party accepts unlimited liability for death or personal injury
resulting from its negligence. Sub-clauses 12.3 and 12.4 do not apply to
such liability.
12.3 Except for the Customer's obligations under Clauses 7, 11 and 15 and
Schedule 2, and BT's obligations under Clause 9, neither party will be
liable to the other, either in contract, tort (including negligence) or
otherwise for any direct or indirect loss of profits, business or
anticipated savings, nor for any indirect or consequential loss or damage.
20
12.4 Except for the Customer's obligations under Clauses 7, 11 and 15 and
Schedule 2, and BT's obligations under Clause 9, Sub-clauses 2.2 and 2.3
and Schedule 3, each party's liability to the other in contract, tort
(including negligence) or otherwise in relation to this Contract is limited
to (Pounds)2 million for any one incident or series of related incidents
and to (Pounds)4 million for all incidents in any period of 12 months.
12.5 Each provision of this Contract, excluding or limiting liability, operates
separately. If any part is held by a court to be unreasonable or
inapplicable, the other parts will continue to apply.
13. MATTERS BEYOND EITHER PARTY'S REASONABLE CONTROL
13.1 If either party is unable to perform any obligation under this Contract
because of a matter beyond that party's reasonable control (for the
purposes of this Clause 13, a "Force Majeure event"), such as lightning,
flood, exceptionally severe weather, fire, explosion, war, civil disorder,
or acts of local or central Government or other competent authorities or
events beyond the reasonable control of that party's suppliers, that party
will have no liability to the other for that failure to perform. The
period of such excused non-performance will be limited to the duration of
the Force Majeure event, and the party unable to perform any obligation
because of the Force Majeure event will give prompt notice to the other of
any claim that the performance of its obligations under this Contract is
prevented or adversely affected by a Force Majeure event (giving details so
far as practicable of the nature of the Force Majeure event preventing or
adversely affecting performance and the estimated duration of non-
performance), will give similar notice when its performance is resumed or
ceased to be adversely affected, and will use all reasonable endeavours to
recommence performance as soon as practicable, to mitigate and eliminate
the consequences of the Force Majeure event, and to inform the other party
of the steps which it is taking or proposing to take to do so.
21
13.2 In the event of any failure by BT to provide Service to any single Region
or to all Regions because of a Force Majeure event, except for any such
Force Majeure event that also constitutes a breach by the Customer of its
obligations under this Contract, or a failure to meet BT's requirements as
described in Clauses 4 and 6, or an event described in Sub-clause 4.4 (for
the purposes of this Clause 13, an "Excluded Event") :-
(a) BT will consider all practicable options, depending on the nature and
extent of any such failure, that are available to restore Service at
the earliest practicable opportunity, including the use of alternative
temporary facilities. Where BT considers the use of alternative
temporary facilities would achieve an earlier restoration of Service
than the repair of the normal facilities used to provide Service, BT
will use all reasonable endeavours to provide such alternative
temporary facilities as soon as reasonably practicable to provide the
Service. Such alternative temporary facilities will be deemed to be
acceptable if they meet the Acceptance Criteria;
(b) where BT is unable to either repair the normal facilities used to
provide Service or provide such alternative temporary facilities
within 42 days of the commencement of the non-performance, the
Customer will be entitled, by written notice expiring at the end of
such 42-day period, to require this Contract to be amended such that
the part of the Service affected by such non-performance is removed
from this Contract and the Customer and BT are each relieved of their
respective obligations to pay for and provide the part of the Service
affected by such non-performance for the remainder of the term of the
Contract;
(c) the Customer will only be liable to pay 50% of the annual rental
charges (apportioned on a daily basis over a year) applying to the
parts of the Service affected by such failure for the duration of such
failure.
22
13.3 For the avoidance of doubt, the provisions of Sub-clause 13.2 will not
apply in the event of any failure by BT to perform any obligations because
of an Excluded Event, and in such a case the Customer will remain liable
for payment of the full Charges.
14. ESCALATION AND DISPUTE RESOLUTION
14.1 If a dispute arises between the parties to this Contract, the parties will
use their reasonable endeavours to settle the dispute in accordance with
the following procedures:
(a) a dispute which has not been settled by the Customer's
representative and the BT representative within 7 days of the matter being
raised, may be escalated by either party to the first level by written
notice to the other party;
(b) if the dispute is not resolved at the first level within 7 days
of escalation either party may refer the dispute to the second level.
The parties' representatives and the people to whom a dispute must be
escalated at the first and second levels are as notified by either party to
the other from time to time.
14.2 If the dispute is a technical dispute and is still not resolved 28 days
after escalation to the second level then the dispute may be referred to a
single arbitrator to be agreed by BT and the Customer, or , failing
agreement, to be appointed by the President of the Institution of
Electrical Engineers, in accordance with and subject to the provisions of
the Arbitration Acts 1950 to 1979 or any statutory modification or re-
enactment of those Acts.
14.3 If a dispute is other than a technical dispute and is not resolved after
the procedures set out in Sub-Clause 14.1 have been followed then, if the
parties agree, the dispute will be referred to a mediator:
23
(a) the mediator will be appointed by agreement of the parties. In
the event of a failure to agree within 3 days of a proposal by
one party, the mediator will be appointed by the Centre for
Dispute Resolution (CEDR);
(b) within 14 days of the appointment of the mediator the parties
will meet with the mediator in order to agree the procedure to be
adopted for the negotiations;
(c) all negotiations connected with the dispute will be conducted in
confidence and without prejudice to the rights of the parties in
any further proceedings;
(d) if the parties reach agreement on the resolution of the dispute
the agreement will be put in writing and once signed by the
parties will be binding on them;
(e) if the parties are not prepared to agree to the dispute being
referred to a mediator or fail to reach agreement within 2 months
of the mediator being appointed then either party may exercise
any remedy that it has under this Contract.
15. TERMINATION OF THIS CONTRACT BY NOTICE
15.1 This Contract will terminate automatically at the expiry of the Minimum
Period unless both parties agree to extend or renew it, provided that the
Customer may extend the duration of the Minimum Period of this Contract for
a period of up to nine months upon giving BT written notice not later than
the eleventh anniversary of the first Service Delivery Date.
15.2 If the Customer terminates this Contract or the Service during the Minimum
Period (other than in accordance with a right under in this Contract) the
Customer must pay BT a sum equal to the Charges for the remaining part of
the Minimum Period, discounted, in recognition of the Charges being paid in
24
a lump sum to BT upon termination, by using the 3 month Sterling London
Interbank Offer Rate quoted by Midland Bank plc, London on the date of
termination. Such sum will be paid by the Customer within 45 days of BT's
invoice, and BT may charge daily interest on late payment in accordance
with Sub-clause 11.2.
15.3 In mitigation of BT's losses on termination in breach by the Customer as
described in Sub-clause 15.2 :-
(a) BT will use all reasonable endeavours to contract to provide DTTV Service
to other customers using the facilities used to provide the Service under
this Contract, provided that BT will not be required to contract on a basis
other than the standard prices, terms and conditions applicable to the DTTV
Service. Provided the Customer has paid the sum described in Sub-clause
15.2, BT will pay to the Customer the money it obtains from any such other
customer(s) (less BT's reasonable costs and expenses (if any) incurred in
contracting with any such customer(s)) to the extent that the money
obtained from such other customer(s) relates to facilities utilised to
provide the Service under this Contract and provided that such payment(s)
will not exceed in total the sum paid by the Customer under Sub-clause
15.2. Such payment(s) will be made by BT within 45 days of receipt, and
the Customer may charge interest on late payment at a rate equal to 4% per
annum above the base lending rate of Midland Bank plc; and
(b) If BT has not been able to so contract with another customer within 12
months of such termination in breach by the Customer, BT will use all
reasonable endeavours to redeploy and reutilise any of the facilities used
to provide Service under this Contract on reasonable terms, subject to any
regulatory considerations that may apply. Provided the Customer has paid
the sum described in Sub-clause 15.2, BT will pay to the Customer any money
it obtains from such redeployment or reutilisation less BT's reasonable
costs and expenses (if any) incurred in such redeployment or reutilisation,
provided that such payments will not exceed in total the sum paid by the
Customer under Sub-clause 15.2. Such payment(s) will be made by BT
25
within 45 days of receipt, and the Customer may charge interest on late
payment at a rate equal to 4% per annum above the base lending rate of
Midland Bank plc.
15.4 In addition to any rights of termination specified elsewhere in this
Contract, if the industry for digital terrestrial television services as a
whole fails, such that all holders of Broadcasting Authority licences or
other UK government authorisations permanently cease to provide digital
television services and all Broadcasting Authority licences or other UK
government authorisations are permanently terminated, surrendered,
withdrawn or otherwise revoked or ceased, then :-
(a) if such event occurs on or after the fifth anniversary of the first
Service Delivery Date, the Customer will be entitled to terminate the
Contract on giving BT twelve calendar months' written notice, without
liability for any further payment other than the Charges payable
during the notice period; or
(b) if such event occurs prior to the fifth anniversary of the first
Service Delivery Date, the Customer may terminate this Contract on one
month's written notice, subject to payment, prior to expiry of the
notice, of a sum equivalent to all Charges payable by the Customer
from the date such notice was given up to the fifth anniversary of the
first Service Delivery Date, discounted by using the 3 month Sterling
London Interbank Offer Rate quoted by Midland Bank plc, London on the
date of termination.
15.5 If the Customer (other than as a result of an event described in Sub-clause
16.1 (d) or as a result of any breach by the Customer of its Broadcasting
Authority licence or other UK government authorisation) permanently ceases,
in good faith, to provide one or more of the DTTV Multiplex Services for
which it has a Broadcasting Authority licence or other UK government
authorisation, such that its Broadcasting Authority licence or other UK
government authorisation is permanently terminated, surrendered, withdrawn
or otherwise revoked or ceased, and is not
26
transferred or reissued to a connected company, then :-
(a) the Customer will use all reasonable endeavours in good faith to
effect a transfer to any replacement licensee or other UK government
authorisee of the part of the Service used to provide such permanently
ceased DTTV Multiplex Service, but if such transfer does not take
place, then
(b) the Customer will be entitled, by written notice, to require this
Contract to be amended such that the part of the Service used to
provide such permanently ceased DTTV Multiplex Service is removed from
this Contract and the Customer and BT are each relieved of their
respective obligations to pay for and provide such part of the Service
from the fifth anniversary of the first Service Delivery Date, or if
such notice is given after the fifth anniversary of the first Service
Delivery Date, from twelve calendar months from the date of the
notice.
16. BREACHES OF THIS CONTRACT
16.1 Either party may terminate this Contract without notice if the other:
(a) commits a material breach of this Contract, which is capable of
remedy, and fails to remedy the breach as soon as is reasonably
practicable or in any event within 30 days of a written notice to do
so; or
(b) commits a material breach of this Contract which cannot be remedied;
or
(c) is repeatedly in breach of this Contract; or
(d) is the subject of a bankruptcy order, or becomes insolvent, or makes
any arrangement or composition with or assignment for the benefit of
their creditors, or goes into voluntary (otherwise than for
reconstruction or
27
amalgamation) or compulsory liquidation or a receiver or administrator is
appointed over their assets.
16.2 If the Customer commits any of the acts detailed in Sub-clauses 16.1 (a) or
(c), or an event detailed in Sub-clause 16.1 (d) happens to the Customer,
(except for acts or events covered by Sub-clause 7.5), BT may suspend the
Service without prejudice to its right to terminate this Contract, provided
that in the case of a suspension under Sub-clauses (a) or (c) BT must,
after the expiry of 45 days, either resume Service or exercise its right to
terminate this Contract. Where the Service is suspended under this Clause,
the Customer must pay the charges for the Service until this Contract is
terminated.
16.3 If this Contract is terminated by BT during the Minimum Period because of
an event specified in Sub-clause 16.1, the Customer must pay BT a sum
calculated in accordance with Sub-clause 15.2.
16.4 If either party delays in acting upon a breach of this Contract that delay
will not be regarded as a waiver of that breach. If either party waives a
breach of this Contract that waiver is limited to that particular breach.
17. CHANGES TO THIS CONTRACT
17.1 Changes to the Service
(a) If the Customer wishes to change the location of the Playout Centres
from which, or the Transmitter Sites to which, the Service is
provided, or to make any other changes to the Service, it must notify
BT in writing.
(b) The parties will discuss the proposed change.
(c) Within a reasonable time of receipt of a proposed change, or the date
of the discussions under Sub-clause 17.1(b), BT will notify the
Customer in writing whether or not BT can accommodate the change, and
of the likely
28
timescale, financial, contractual, technical and other effects (if
any) of the proposed change.
(d) Within a reasonable time of notification of the effects of a
proposed change the Customer will advise BT whether it wishes this
Contract to be amended to incorporate the change and BT will carry
out such change on the terms agreed.
PROVIDED THAT BT agrees that, in any event :-
(i) where the Customer requires the Service to be provided to additional
transmitter sites (other than the Transmitter Sites), subject to the
maximum specified in paragraph 2 of Schedule 2, the formula to be
applied to calculate the Charges for additional transmitter site
access payable by the Customer in such circumstances will be that
set out in paragraph 2 of Schedule 2, and BT will comply with any
such request subject to completion of the appropriate Contract
Change Order and to six months' prior written notice of the new
Service Preliminary Testing Date;
(ii) where the Customer requests BT to reconfigure the Service to meet
any changes to its (or its own customer DTTV Multiplex Service
operators') regional distribution requirements, BT will consider
such requests and if feasible, carry out any such changes, provided
the Customer will pay any reasonable additional charge;
(iii) where appropriate, if the Customer requests BT to make changes to
the Service which are for the benefit of one of the Customer's own
customer digital television multiplex operators, any proposals BT
makes for consequential adjustment of the Charges will be calculated
solely in relation to such customer of the Customer.
29
17.2 Changes to dates
17.2.1 Where the actual industry launch date for digital terrestrial television
services, as agreed with all other customers for the DTTV Service, is
later than 31 October 1998, the Customer will be entitled to substitute
the earlier of such actual industry launch date or 31 January 1999 for
31 October 1998 in the definition of the Minimum Period in Clause 1, so
that the Minimum Period expires of the 12th anniversary of such
substituted date, by giving three months' prior written notice to BT
expiring not later than 31 October 1998. Where such notice is given:-
(a) the Service Preliminary Testing Dates, the Service Full Testing
Dates, and the Service Delivery Dates (both for Phase 1 and Phase
2 Transmitter Sites) will each be commensurately deferred unless
the parties agree otherwise; and
(b) amendments reflecting such deferral of dates will be deemed to be
made to Part 1 of Schedule 3, such that Late Delivery Payments
will apply only in respect of the respective deferred dates; and
(c) the Implementation Plan will be amended to reflect such deferral
of dates.
17.2.2 If the Customer is unable to use the Service at any particular Phase 2
Transmitter Site due to inability to obtain frequency clearance to
transmit from such Phase 2 Transmitter Site, then, subject to giving
four months prior written notice expiring not later than the Service
Preliminary Testing Date for such Phase 2 Transmitter Site, the Customer
may either postpone delivery of Service to such Phase 2 Transmitter
Site, or substitute an alternative transmitter site for delivery of the
Service, provided that:-
(a) When frequency clearance is obtained in respect of such Phase 2
Transmitter Site or any substituted transmitter site, the Customer
will give BT six months' prior written notice of the new Service
Preliminary Testing Date applying to the provision of Preliminary
Testing Service to such
30
Phase 2 Transmitter Site, and the new Service Full Testing Date for
provision of Full Testing Service to such deferred or substituted
Phase 2 Transmitter Site will be not earlier than 31 days after the
new Service Preliminary Testing Date, and the new Service Delivery
Date for provision of fully operational Service to such deferred or
substituted Phase 2 Transmitter Site will not be earlier than 30
days after the new Service Full Testing Date; and
(b) amendments reflecting such deferral of dates will be deemed to be
made to Part 1 of Schedule 3, such that Late Delivery Payments will
apply only in respect of any delays beyond the respective deferred
dates; and
(c) the Implementation Plan will be amended to reflect such deferral of
dates.
17.2.3 If any changes are agreed to any of the Service Preliminary Testing
Dates, Service Full Testing Dates, or Service Delivery Dates in relation
to any Transmitter Site, then such changes will, unless otherwise
agreed, have effect to change such other Dates in relation to that Site
to reflect their current respective intervals, and to invoke a review of
the Implementation Plan in order to make appropriate changes to reflect
such revised Dates.
17.3 At agreed intervals of not less than 4 years the parties will
collaborate on a technical review of the BT Equipment and other
distribution equipment available on the market. Where opportunities are
identified, from such technical review, to improve or enhance the
Service, or to operate the Service more cost effectively the parties
will co-operate in good faith. Should there be such an opportunity to
operate the Service more cost-effectively BT will share with the
Customer and other customers for the DTTV Service any benefits arising
from such technology improvement with due regard to the need for BT to
achieve a reasonable rate of return on both the item(s) of new BT
Equipment which is/are required to be installed and of the original BT
Equipment which is/are required to be replaced or is/are rendered
obsolete as a result of the implementation of such improvements.
31
17.4 Where the parties agree a change to this Contract it will be recorded in
writing on a Contract Change Order Form in the form set out in Schedule 10
and will then form part of this Contract when signed by both parties.
18. INSURANCE
Throughout the period of this Contract both parties will maintain
appropriate insurance against loss, damages, claims or actions arising from
personal injury, public liability and any other liability for which either
is required by law to insure.
19. ASSIGNMENT
Neither party may assign or transfer any of their rights or obligations
under this Contract, without the written consent of the other, except that
BT may assign or transfer its rights or obligations (or both) to a BT Group
Company without consent, and BT will not unreasonably refuse consent to the
Customer's transferring its rights and obligations under this Contract to
another DTTV Multiplex Service operator or to a Group Company of the
Customer.
20. ENTIRE AGREEMENT
20.1 This Contract contains the whole agreement between the parties and
supersedes all previous written or oral agreements relating to its subject
matter.
20.2 The parties acknowledge and agree that:
(a) they have not been induced to enter into this Contract by any
representation, warranty or other assurance not expressly incorporated
into it; and
(b) in connection with this Contract their only rights and remedies in
relation to any representation, warranty or other assurance are for
breach of this
32
Contract and that all other rights and remedies are excluded, except
in the case of fraud.
21. NOTICES
Notices given under this Contract must be in writing and may be delivered
by hand or by courier, or sent by telex or first class post to the
following addresses:
(a) to BT: Senior Business Manager Terrestrial Services, Broadcast
Services, 125 Shaftesbury Avenue, London WC2H 8BE or any alternative
address which BT notifies to the Customer;
(b) to the Customer at the address to which the Customer asks BT to send
invoices, the address of the Customer's premises or, if the Customer
is a limited company, its registered office.
Signed on behalf of
British Telecommunications plc /s/ J. P. Swingewood
...................................
Name J. P. Swingewood
...................................
Position Director Multimedia Services
...................................
Signed on behalf of
Castle Transmission International Ltd ...................................
Name: Alan Rees /s/ Alan Rees
...................................
Chief Operating Officer (signature)
33
SCHEDULE 1
----------
DESCRIPTION OF THE SERVICE
--------------------------
INDEX
- -----
Part 1 : Service
Part 2 : Transmitter Sites, Transmitter Site Owners, Service Preliminary
Testing Dates, Service Full Testing Dates, Service Delivery Dates
Part 3 : Playout Centres
Part 4 : Regional Distribution from Playout Centres to Transmitter Sites
Part 5 : Transmitter Site Provisioning Plans
34
SCHEDULE 1
----------
PART 1: SERVICE
------------------
1. GENERAL
1.1 The Service is a uni-directional service, provided via a diversely routed
network for the distribution of the Customer's Content Signals provided
from a Distribution Input Interface to a Distribution Output Interface, in
accordance with the description as detailed in this Schedule and the
Functional Design Specification.
1.2 The DTTV Distribution Network will provide capacity for the carriage of
Service Information ("SI") from a central SI Collation Site, which will be
located at either British Digital Broadcasting Plc's premises at Marco Polo
House, 346, Queenstown Road, London SW8 4NE, or at the Channel 4 Television
Corporation's premises at Channel 4, 124, Horseferry Road, London SW1P 2TX
(to be agreed) ("the central SI Collation Site"), to Transmitter Sites
designated as Service Insertion Points ("SIPs"). BT will accept the
Customer's DTTV Multiplex Services feeds and deliver these signals to
agreed main and daughter Transmitter Sites. The SI capacity will be
diversely routed. The network design will ensure that the two feeds are
physically and electrically separate. BT will provide 5 Mbit/s of capacity
relating to all digital multiplexes from the central SI Collation Site
throughout the DTTV Distribution Network for use by all customers for the
DTTV Service.
Part 4 of Schedule 1 provides a list of SIP Transmitter Sites and their
associated daughter Transmitter Sites, which may be subject to review,
following discussion by the Digital Network Group.
The industry's arrangements for the carriage of SI have yet to be defined.
The exact arrangements will be defined when the solution is known. Provided
that such arrangements are notified to BT by not less than four
35
months prior to the first Service Delivery Date, BT will provide capacity
to the Customer for carriage of SI to each Transmitter Site by its
respective Service Delivery Date.
1.3 Service monitoring and management systems will provide both BT and the
Customer with appropriate network status and management information in
accordance with the Network Management Service described in Schedule 7.
The Network Management Service will be available to each Transmitter Site
from its respective Service Full Testing Date.
1.4 Initially, the Service will be provided via two unswitched DVB ASI
transport streams at each Distribution Output Interface, but BT will
provide, by no later than the expiry of twelve calendar months after the
first Service Delivery Date, an output switching facility at each
Transmitter Site and RPOC (but not at Playout Centres) providing two
continuous DVB ASI transport streams such that, in the event of a single
failure, output switching and restoration can take place, provided that,
in respect of Transmitter Sites where the Service Full Testing Date occurs
after the expiry of twelve calendar months after the first Service
Delivery Date, such switching facility will be made available on their
respective Service Full Testing Dates. Such switching facility will not
include any switching or restoration associated with SI.
2. CUSTOMER-SPECIFIC SERVICE DESCRIPTION
2.1 Service for Customer's Content Signals originating from BDB
2.1.1 The Customer will provide two identical feeds of each of the Customer's
Content Signals in respect of each of BDB's three DTTV Multiplex Services
to BT Distribution Input Interfaces (designated Feed A and Feed B) for
interconnection with BT provided ASI multiplexes located within the BDB
London Playout Centre detailed in Schedule 1, Part 3, Table 1.
2.1.2 Access to the DTTV Distribution Network will be provided from BDB's London
Playout Centre via seperately routed fibre optic circuits. One route will
terminate
36
at a BT CNAP. The second route will terminate at a (separate) BT SNAP.
2.1.3 The Customer's Content Signals will be conveyed throughout the diversely
routed fibre optic DTTV Distribution Network capacity via further CNAPs
and SNAPs. The network will be designed such that the A Feed and B Feed
will be physically and electrically separate.
2.1.4 The DTTV Distribution Network will support a maximum of the seven
regional feeds for BDB set out in the Table at the end of this paragraph
2.1 below. Each regional feed will be carried to the relevant CNAP and
SNAP where it will be combined with the appropriate regional feed for the
Customer's Content Signals originating from the BBC.
2.1.5 At the terminal CNAP and SNAP for each region, diversely routed capacity
will be provided by BT to convey the A and B Feed to the SIP Transmitter
Sites and their respective associated Dependent Transmitter Sites shown
in Schedule 1, Part 4, Table 1. The network design will be designed such
that the two feeds will be physically and electrically separate. At
Sites, BT will aim for physical separacy of A and B Feeds of 4 metres,
unless constrained by local conditions or restrictions imposed by Site
owners.
2.1.6 Each of the three BDB DTTV Multiplex Services will have a nominal total
bitrate of 24.1 Mbit/s (together totalling 72 Mbit/s from BDB's London
Playout Centre), being useable bitrate without error correction or system
overheads, but excluding SI capacity.
2.1.7 Subject to paragraph 1.2 above, the DTTV Distribution Network will
provide capacity for the carriage of SI from the central SI Collation
Site to Transmitter Sites. At the respective Transmitter Sites shown in
column 2, Table 2, Part 4, Schedule 1 ("SIP Transmitters") BT will accept
feeds for SI for both BDB and BBC DTTV Multiplex Services and deliver
them to their respective associated Transmitter Sites shown in column 2,
Table 2, Part 4, Schedule 1 ("Dependent Transmitters"). The network will
be designed such that the two feeds will be physically and electrically
separate.
37
2.1.8 Circuits from CNAPs and SNAPs to Transmitter Sites will be provided using
a mixture of fibre, line systems and radio technology. Part 5 of Schedule
1 sets out provisioning plans for each Transmitter Site.
TABLE
REGION DESTINATION 1 DESTINATION DESTINATION DESTINATION
2 3 4
------------------------------------------------------------------------------
1 Midlands Birmingham
------------------------------------------------------------------------------
2 South Southampton Plymouth Jersey/1/
------------------------------------------------------------------------------
2 South Bristol
------------------------------------------------------------------------------
2 South Norwich
------------------------------------------------------------------------------
3 North Manchester Leeds Carlisle Newcastle
------------------------------------------------------------------------------
4 Scotland Glasgow Aberdeen
------------------------------------------------------------------------------
5 N Ireland Belfast
------------------------------------------------------------------------------
6 Wales Cardiff
------------------------------------------------------------------------------
7 London London
------------------------------------------------------------------------------
NOTES :
/1/ Exact arrangements for Jersey are under discussion
2.2 Service for Customer's Content Signals originating from BBC
2.2.1 The Customer will provide two identical feeds of the Customer's Content
Signals in respect of the BBC's DTTV Multiplex Service from each of the
Playout Centres detailed in Schedule 1, Part 3, Table 2 to BT
Distribution Input Interfaces (designated Feed A and Feed B) for
interconnection with BT provided ASI multiplexes located within each
Playout Centre.
2.2.2 Access to the DTTV Distribution Network will be provided from each
Playout Centre via diversely routed fibre optic circuits. One route will
terminate at a BT CNAP. The second route will terminate at a (separate)
BT SNAP.
2.2.3 At the terminal CNAP and SNAP for each region, diversely routed capacity
will be provided by BT to convey the A and B Feed to the SIP Transmitter
Sites and their
38
respective associated Dependent Transmitter Sites shown in Schedule 1,
Part 4, Table 2. The network will be designed such that the two feeds
will be physically and electrically separate. At Sites, BT will aim for
physical separacy of A and B Feeds of 4 metres, unless constrained by
local conditions or restrictions imposed by Site owners.
2.2.4 The BBC DTTV Multiplex Service will have a nominal total bitrate of 24.1
Mbit/s from each Playout Centre, being useable bitrate without error
correction or system overheads, but excluding SI capacity. Where there
are sub-regions, two may be combined into a single feed distribution feed
with the appropriate feed delivered to each Transmitter Site.
2.2.5 For SI capacity, see paragraphs 1.2 and 2.1.7 above.
2.2.6 Circuits from CNAPs and SNAPs to Transmitter Sites will be provided using
a mixture of fibre, line systems and radio technology. Part 5 of Schedule
1 sets out provisioning plans for each Transmitter Site.
3. PRELIMINARY TESTING SERVICE AND FULL TESTING SERVICE
3.1 Preliminary Testing Service will consist of one feed of Customer's
Content Signals to the relevant Transmitter Sites. BT will make
reasonable endeavours to provide two feeds of Customer's Content Signals
(Feed A and Feed B), available for network testing by the Customer, to
the relevant Transmitter Sites, but in the event of only one such feed
being available this will be acceptable for the purposes of the
Preliminary Testing Service. Preliminary Testing Service will not include
SI or Network Management Service.
3.2 Full Testing Service will consist of the provision of two feeds of
Customer's Content Signals (Feed A and Feed B), available for network
testing by the Customer, to the relevant Transmitter Sites. Full Testing
Service will include Network Management Service, but will not include SI.
3.3 Fully operational Service will consist of the provision of two feeds of
Customer's Content Signals (Feed A and Feed B) to the relevant
Transmitter Sites.
39
Fully operational Service will include output switching facilities, to be
introduced in accordance with paragraph 1.4 above, and will also include
Network Management Service and, subject to paragraph 1.2 above, SI.
4. DISTRIBUTION INPUT AND OUTPUT INTERFACE CHARACTERISTICS
4.1 Distribution Input Interfaces will comply with the following:-
4.1.1 Electrical:-
(a) Customer's transport streams must be DVB compliant in ASI format,
being non-interleaved, byte stuffed ASI streams optimised for
maximum linearity conforming to DVB BLUE BOOK A010 REV 1.0
"Interfaces for CATV/SMATV Headends and Similar Professional
Equipment", May 1997. (BT cannot provide full monitoring of the
ASI streams if data interleaving is present);
(b) signals to preferably have RS encoding 188/204;
(c) termination / source impedance to be 75 ohms unbalanced;
(d) the input signal will preferably be continuous and will be error
free;
4.1.2 Physical:-
(a) a MUSA patch panel will be provided with each set of BT terminal
equipment. The patch panel will act as the Customer to BT signal
interface point;
(b) all Customer connections will be by means of BNC connectors at
the rear of the patch panel;
(c) test access points will be provided using MUSA U-Links.
40
4.2 Distribution Output Interfaces will comply with the following:-
4.2.1 Electrical:-
(a) signal interface will be DVB ASI as DVB BLUE BOOK A010 REV 1.0
"Interfaces for CATV/SMATV Headends and Similar Professional
Equipment", May 1997;
(b) termination / source impedance will be 75 ohms unbalanced;
4.2.2 Physical:-
(a) a MUSA patch panel will be provided near each set of BT terminal
equipment as a BT to Customer signal hand over point;
(b) all Customer connections will be by means of BNC connectors at
the rear of the patch panels;
(c) test access points will be provided using MUSA U-Links.
41
SCHEDULE 1
----------
PART 2 : TRANSMITTER SITES, TRANSMITTER SITE OWNERS, SERVICE PRELIMINARY
------------------------------------------------------------------------
TESTING DATES, SERVICE FULL TESTING DATES, SERVICE DELIVERY DATES.
-----------------------------------------------------------------
PHASE 1
- -------
SERVICE
NUMBER TRANSMITTER TRANS- PRELIMINARY SERVICE SERVICE
SITES MITTER SITE TESTING TESTING DELIVERY
OWNER DATES DATES DATES
1 Pontop Pike CTI [*] [*] [*]
2 Belmont NTL [*] [*] [*]
3 Wenvoe CTI [*] [*] [*]
4 Blackhill NTL [*] [*] [*]
5 Caldbeck NTL [*] [*] [*]
6 Caradon Hill NTL [*] [*] [*]
7 Emley Moor NTL [*] [*] [*]
8 Durris NTL [*] [*] [*]
9 Craigkelly NTL [*] [*] [*]
10 Winter Hill NTL [*] [*] [*]
11 Stockland Hill NTL [*] [*] [*]
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
42
NUMBER TRANSMITTER TRANS- SERVICE
SITES MITTER PRELIMINARY SERVICE SERVICE
SITE TESTING TESTING DELIVERY
OWNER DATES DATES DATES
12 Sutton Coldfield CTI [*] [*] [*]
13 Crystal Palace CTI [*] [*] [*]
14 Bilsdale CTI [*] [*] [*]
15 Mendip CTI [*] [*] [*]
16 Waltham CTI [*] [*] [*]
17 Hannington CTI [*] [*] [*]
18 Divis CTI [*] [*] [*]
19 Rowridge CTI [*] [*] [*]
20 Sandy Heath NTL [*] [*] [*]
21 Oxford CTI [*] [*] [*]
22 Moel y Parc CTI [*] [*] [*]
23 Sudbury CTI [*] [*] [*]
24 Fremont Point NTL [*] [*] [*]
*THE AGREEMENT OF THE DATES FOR THIS TRANSMITTER SITE IS SUBJECT TO JERSEY
- --------------------------------------------------------------------------
TELECOM DELIVERY WHICH BT WILL USE ALL REASONABLE EFFORTS TO OBTAIN.
- -------------------------------------------------------------------
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
43
PHASE 2
- -------
SERVICE
PRELIMINARY SERVICE SERVICE
NUMBER TRANSMITTER TRANS-MITTER TESTING TESTING DELIVERY
SITES SITE OWNER DATES DATES DATES
25 Bluebell Hill CTI [*] [*] [*]
26 Tacolneston CTI [*] [*] [*]
27 Darvel NTL [*] [*] [*]
28 Angus NTL [*] [*] [*]
29 Midhurst CTI [*] [*] [*]
30 Selkirk NTL [*] [*] [*]
31 Rumster Forest NTL [*] [*] [*]
32 Kilvey Hill CTI [*] [*] [*]
33 Ridge Hill NTL [*] [*] [*]
34 Saddleworth NTL [*] [*] [*]
35 Heathfield CTI [*] [*] [*]
36 Blaenplwyf CTI [*] [*] [*]
37 Beacon Hill NTL [*] [*] [*]
38 Carmel CTI [*] [*] [*]
39 Sheffield CTI [*] [*] [*]
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
SERVICE
PRELIMINARY SERVICE SERVICE
NUMBER TRANSMITTER TRANS-MITTER TESTING TESTING DELIVERY
SITES SITE OWNER DATES DATES DATES
40 Limavady CTI [*] [*] [*]
41 Nottingham NTL [*] [*] [*]
42 Dover NTL [*] [*] [*]
43 Whitehawk Hill CTI [*] [*] [*]
44 Fenham CTI [*] [*] [*]
45 Llandona CTI [*] [*] [*]
46 Guildford CTI [*] [*] [*]
47 Presely NTL [*] [*] [*]
48 Rosemarkie CTI [*] [*] [*]
49 Hemel CTI [*] [*] [*]
Hempstead
50 Lancaster NTL [*] [*] [*]
51 Bristol IC CTI [*] [*] [*]
52 Idle NTL [*] [*] [*]
53 Brougher CTI [*] [*] [*]
Mountain
54 Redruth CTI [*] [*] [*]
55 Hastings CTI [*] [*] [*]
56 Chesterfield NTL [*] [*] [*]
57 Bromsgrove CTI [*] [*] [*]
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
45
SERVICE
PRELIMINARY SERVICE SERVICE
NUMBER TRANSMITTER TRANS-MITTER TESTING TESTING DELIVERY
SITES SITE OWNER DATES DATES DATES
58 Pendle Forest NTL [*] [*] [*]
59 Chatton NTL [*] [*] [*]
60 Reigate CTI [*] [*] [*]
61 Malvern CTI [*] [*] [*]
62 Rosneath NTL [*] [*] [*]
63 Bristol Kings CTI [*] [*] [*]
Weston
64 Fenton CTI [*] [*] [*]
65 Storeton CTI [*] [*] [*]
66 Tunbridge Wells CTI [*] [*] [*]
67 The Wrekin CTI [*] [*] [*]
68 Plympton NTL [*] [*] [*]
69 Salisbury CTI [*] [*] [*]
70 Larkstoke CTI [*] [*] [*]
71 Keighly NTL [*] [*] [*]
72 Huntshaw Cross NTL [*] [*] [*]
73 Knock More NTL [*] [*] [*]
74 Aberdare CTI [*] [*] [*]
75 Eitshal CTI [*] [*] [*]
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
46
SERVICE
NUMBER TRANSMITTER TRANS- PRELIMINARY SERVICE SERVICE
SITES MITTER SITE TESTING TESTING DELIVERY
OWNER DATES DATES DATES
76 Brierley Hill CTI [*] [*] [*]
77 Olivers Mount CTI [*] [*] [*]
78 Keelylang Hill CTI [*] [*] [*]
79 Pontypool CTI [*] [*] [*]
80 Torosay CTI [*] [*] [*]
81 Bressay CTI [*] [*] [*]
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
47
SCHEDULE 1
----------
PART 3 : PLAYOUT CENTRES
-------------------------
TABLE 1 : BDB PLAYOUT CENTRE
-----------------------------
British Digital Broadcasting
Marco Polo House
346, Queenstown Road,
London, SW8 4NE.
48
SCHEDULE 1
----------
PART 3 : PLAYOUT CENTRES
-------------------------
TABLE 2 : BBC PLAYOUT CENTRES
------------------------------
BBC Belfast
Broadcasting House,
Ormeau Avenue,
Belfast BT2 8HQ
BBC Bristol
Broadcasting House,
Whiteladies Road,
Bristol BS8 2LR
BBC Cambridge
Broadcasting House,
104 Hills Road,
Cambridge CB2 1LD
BBC Cardiff
Broadcasting House,
Llandaff,
Cardiff CF5 2YQ
BBC Glasgow
Queen Margaret Drive,
Glasgow G12 8DG
BBC Leeds
Broadcasting Centre,
Woodhouse Lane,
Leeds LS2 9PX
BBC Manchester
New Broadcasting House,
PO Box 27,
Oxford Road,
Manchester M60 1SJ
BBC Newcastle
Broadcasting Centre,
Barrack Road,
Newcastle upon Tyne NE99 2NE
49
BBC Norwich
St. Catherine's Close,
All Saints' Green,
Norwich,
Norfolk NR1 3ND
BBC Nottingham
Island Business Park,
London Road,
Nottingham [POSTCODE TBA]
BBC Pebble Mill
Broadcasting Centre,
Pebble Mill Road,
Birmingham B5 7QQ
BBC Plymouth
Broadcasting House,
Seymour Road,
Mannamead,
Plymouth PL3 5BD
BBC Southampton
Broadcasting House,
Havelock Road,
Southampton SO14 7PU
BBC TV Centre
White City
London W12
50
SCHEDULE 1
----------
PART 4 : REGIONAL DISTRIBUTION FROM PLAYOUT CENTRES TO TRANSMITTER SITES
-------------------------------------------------------------------------
TABLE 1 : BDB REGIONAL DISTRIBUTION
------------------------------------
- --------------------------------------------------------------------------------------
BDB REGION SIP TRANSMITTER DEPENDENT TRANSMITTERS
- --------------------------------------------------------------------------------------
London Crystal Palace TS Guildford TS, Reigate TS, Hemel Hempstead TS
- --------------------------------------------------------------------------------------
South Heathfield TS Hastings TS
- --------------------------------------------------------------------------------------
Midlands Beckley TS
- --------------------------------------------------------------------------------------
Midlands Ridge Hill TS
- --------------------------------------------------------------------------------------
Midlands Sutton Coldfield TS Bromsgrove TS, Larkstoke TS, Brierley Hill TS,
The Wrekin TS, Fenton TS, Malvern TS
- --------------------------------------------------------------------------------------
Midlands Waltham TS Nottingham TS
- --------------------------------------------------------------------------------------
N. Ireland Divis TS Limavady TS, Brougher Mt. TS
- --------------------------------------------------------------------------------------
North Belmont TS
- --------------------------------------------------------------------------------------
North Bilsdale TS
- --------------------------------------------------------------------------------------
North Caldbeck TS
- --------------------------------------------------------------------------------------
North Emley Moor TS Idle TS, Olivers Mount TS, Keighley TS
- --------------------------------------------------------------------------------------
North Pontop Pike TS Fenham TS, Chatton TS
- --------------------------------------------------------------------------------------
North Sheffield TS Chesterfield TS
- --------------------------------------------------------------------------------------
North Winter Hill TS Saddleworth TS, Storeton TS, Pendle Forest
Lancaster TS,
- --------------------------------------------------------------------------------------
Scotland Black Hill TS Craigkelly TS, Torosay TS, Roseneath TS,
Darvel TS
- --------------------------------------------------------------------------------------
Scotland Durris TS Eitshall TS, Angus TS, Rosemarkie TS, Rumster
Forest TS, Bressay TS, Knocksmore TS,
Keelylang TS
- --------------------------------------------------------------------------------------
North Selkirk TS
- --------------------------------------------------------------------------------------
South Bluebell Hill TS Tunbridge Wells TS, Dover TS
- --------------------------------------------------------------------------------------
South Fremont Point TS
- --------------------------------------------------------------------------------------
South Hannington TS
- --------------------------------------------------------------------------------------
South Mendip TS Bristol KW TS, Bristol IC TS
- --------------------------------------------------------------------------------------
South Rowridge TS Salisbury TS, Midhurst TS, Whitehawk Hill TS
- --------------------------------------------------------------------------------------
South Sandy Heath TS
- --------------------------------------------------------------------------------------
South Stockland Hill TS Beacon Hill TS
- --------------------------------------------------------------------------------------
South Redruth TS
- --------------------------------------------------------------------------------------
South Huntshaw Cross TS
- --------------------------------------------------------------------------------------
South Caradon Hill TS Plympton TS
- --------------------------------------------------------------------------------------
South Tacolneston TS Sudbury TS
- --------------------------------------------------------------------------------------
Wales Wenvoe TS Presely TS, Llandonna TS, Carmel TS,
Blaenplwyf TS, Aberdare TS, Pontypool TS,
Moel y Parc TS, Kilvey Hill TS
- --------------------------------------------------------------------------------------
51
SCHEDULE 1
----------
PART 4 : REGIONAL DISTRIBUTION FROM PLAYOUT CENTRES TO TRANSMITTER SITES
-------------------------------------------------------------------------
TABLE 2 : BBC REGIONAL DISTRIBUTION
------------------------------------
- --------------------------------------------------------------------------------------
BBC SOURCE SIP TRANSMITTER DEPENDENT TRANSMITTERS
- --------------------------------------------------------------------------------------
Belfast Divis TS Limavady TS, Brougher Mt. TS
- --------------------------------------------------------------------------------------
Birmingham Ridge Hill TS
- --------------------------------------------------------------------------------------
Birmingham Sutton Coldfield TS Bromsgrove TS, Larkstoke TS, Brierley Hill
TS, The Wrekin TS, Fenton TS, Malvern TS
- --------------------------------------------------------------------------------------
Bristol Mendip TS Bristol KW TS, Bristol IC TS
- --------------------------------------------------------------------------------------
Cambridge Sandy Heath TS
- --------------------------------------------------------------------------------------
Cardiff Wenvoe TS Presely TS, Llandonna TS, Carmel TS,
Blaenplwyf TS, Aberdare TS, Pontypool TS,
Moel y Parc TS, Kilvey Hill TS
- --------------------------------------------------------------------------------------
Glasgow Black Hill TS Craigkelly TS, Torosay TS, Roseneath TS,
Darvel TS
- --------------------------------------------------------------------------------------
Glasgow Durris TS Eitshall TS, Angus TS, Rosemarkie TS,
Rumster Forest TS, Bressay TS, Knocksmore
TS, Keelylang Hill TS
- --------------------------------------------------------------------------------------
Glasgow Selkirk TS
- --------------------------------------------------------------------------------------
Leeds Belmont TS
- --------------------------------------------------------------------------------------
Leeds Emley Moor TS Idle TS, Olivers Mount TS, Keighley TS
- --------------------------------------------------------------------------------------
Leeds Sheffield TS Chesterfield TS
- --------------------------------------------------------------------------------------
Manchester Winter Hill TS Saddleworth TS, Storeton TS, Pendle Forest
TS, Lancaster TS
- --------------------------------------------------------------------------------------
Newcastle Bilsdale TS
- --------------------------------------------------------------------------------------
Newcastle Caldbeck TS
- --------------------------------------------------------------------------------------
Newcastle Pontop Pike TS Fenham TS, Chatton TS
- --------------------------------------------------------------------------------------
Norwich Tacolneston TS Sudbury TS
- --------------------------------------------------------------------------------------
Nottingham Waltham TS Nottingham TS
- --------------------------------------------------------------------------------------
Plymouth Fremont Point TS
- --------------------------------------------------------------------------------------
Plymouth Stockland Hill TS Beacon Hill TS
- --------------------------------------------------------------------------------------
Plymouth Plymouth TS
- --------------------------------------------------------------------------------------
Plymouth Huntshaw Cross TS
- --------------------------------------------------------------------------------------
Plymouth Caradon Hill TS Plympton TS
- --------------------------------------------------------------------------------------
Southampton Bluebell Hill TS Tunbridge Wells TS, Dover TS
- --------------------------------------------------------------------------------------
Southampton Hannington TS
- --------------------------------------------------------------------------------------
Southampton Rowridge TS Salisbury TS, Midhurst TS, Whitehawk Hill TS
- --------------------------------------------------------------------------------------
TV Centre Beckley TS
- --------------------------------------------------------------------------------------
TV Centre Crystal Palace TS Guildford TS, Reigate TS, Hemel Hempstead TS
- --------------------------------------------------------------------------------------
TV Centre Heathfield TS Hastings TS
- --------------------------------------------------------------------------------------
52
SCHEDULE 1
----------
PART 5 : TRANSMITTER SITE PROVISIONING PLANS
---------------------------------------------
- -----------------------------------------
TRANSMITTER FEED A FEED B
LOCATION
- -----------------------------------------
Crystal Palace TS Fibre Fibre
- -----------------------------------------
Winter Hill TS Fibre Fibre
- -----------------------------------------
Sutton Coldfield TS Fibre Fibre
- -----------------------------------------
Emley Moor TS Fibre Fibre
- -----------------------------------------
Waltham TS Fibre Fibre
- -----------------------------------------
Black Hill TS Fibre Fibre
- -----------------------------------------
Sandy Heath TS Fibre Fibre
- -----------------------------------------
Pontop Pike TS Fibre Fibre
- -----------------------------------------
Bilsdale TS Fibre Radio
- -----------------------------------------
Mendip TS Fibre Fibre
- -----------------------------------------
Bluebell Hill TS Fibre Fibre
- -----------------------------------------
Hannington TS Fibre Fibre
- -----------------------------------------
Divis TS Fibre Fibre
- -----------------------------------------
Midhurst TS Fibre Radio
- -----------------------------------------
Talconeston TS Fibre Fibre
- -----------------------------------------
Beckley TS (Oxford) Fibre Fibre
- -----------------------------------------
Wenvoe TS Fibre Fibre
- -----------------------------------------
Sudbury TS Fibre Fibre
- -----------------------------------------
Craigkelly TS Fibre Fibre
- -----------------------------------------
Ridge Hill TS Fibre Radio
- -----------------------------------------
Stockland Hill TS Fibre Fibre
- -----------------------------------------
Whitehawk Hill TS Fibre Fibre
- -----------------------------------------
Sheffield TS Fibre Fibre
- -----------------------------------------
Nottingham TS Fibre Fibre
- -----------------------------------------
Caradon Hill TS Fibre Fibre
- -----------------------------------------
Caldbeck TS Fibre Fibre
- -----------------------------------------
Chatton TS Fibre Fibre
- -----------------------------------------
Hemel Hempstead TS Fibre Fibre
- -----------------------------------------
Kilvey Hill TS Fibre Fibre
- -----------------------------------------
Reigate TS Radio Radio
- -----------------------------------------
Dover TS Fibre Fibre
- -----------------------------------------
Bristol IC TS Fibre Fibre
- -----------------------------------------
Beacon Hill TS Fibre Fibre
- -----------------------------------------
Redruth TS Fibre Fibre
- -----------------------------------------
53
- -----------------------------------------
Limavady TS Fibre Radio
- -----------------------------------------
Chesterfield TS Fibre Fibre
- -----------------------------------------
Bristol KW TS Fibre Fibre
- -----------------------------------------
Tunbridge Wells TS Fibre Fibre
- -----------------------------------------
Pontypool TS Fibre Radio
- -----------------------------------------
Bromsgrove TS Fibre Fibre
- -----------------------------------------
Brougher Mt. TS Fibre Radio
- -----------------------------------------
Salisbury TS Fibre Fibre
- -----------------------------------------
Aberdare TS Fibre Fibre
- -----------------------------------------
Angus TS Fibre Radio
- -----------------------------------------
Belmont TS Fibre Fibre
- -----------------------------------------
Blaen Plwyf TS Fibre Fibre
- -----------------------------------------
Bressay TS Radio Radio
- -----------------------------------------
Brierly Hill TS Fibre Fibre
- -----------------------------------------
Carmel TS Fibre Radio
- -----------------------------------------
Darvel TS Fibre Fibre
- -----------------------------------------
Durris TS Fibre Fibre
- -----------------------------------------
Eitshall TS Radio Radio
- -----------------------------------------
Fenham TS Fibre Fibre
- -----------------------------------------
Fenton TS Fibre Fibre
- -----------------------------------------
Fremont Point TS Fibre Fibre
- -----------------------------------------
Guildford TS Fibre Fibre
- -----------------------------------------
Hastings TS Fibre Fibre
- -----------------------------------------
Heathfield TS Fibre Fibre
- -----------------------------------------
Huntshaw Cross TS Fibre Radio
- -----------------------------------------
Idle TS Fibre Fibre
- -----------------------------------------
Keelylang TS Radio Radio
- -----------------------------------------
Keighley TS Fibre Fibre
- -----------------------------------------
Knock more TS Radio Radio
- -----------------------------------------
Lancaster TS Fibre Radio
- -----------------------------------------
Lark stone TS Fibre Fibre
- -----------------------------------------
Llandonna TS Fibre Radio
- -----------------------------------------
Malvern TS Fibre Fibre
- -----------------------------------------
Moel y Parc TS Fibre Radio
- -----------------------------------------
Olivers Mount TS Fibre Fibre
- -----------------------------------------
Pendle Forest TS Fibre Fibre
- -----------------------------------------
Plympton TS Fibre Fibre
- -----------------------------------------
Preseli TS Fibre Fibre
- -----------------------------------------
Rosemarkie TS Fibre Radio
- -----------------------------------------
Rosneath TS Fibre Radio
- -----------------------------------------
Rowridge TS Fibre Radio
- -----------------------------------------
54
- -----------------------------------------
Runster Forest TS Fibre Radio
- -----------------------------------------
Saddleworth TS Fibre Fibre
- -----------------------------------------
Selkirk TS Fibre Fibre
- -----------------------------------------
Storeton TS Fibre Fibre
- -----------------------------------------
The Wrekin TS Fibre Radio
- -----------------------------------------
Torosay TS Radio Radio
- -----------------------------------------
55
SCHEDULE 2
----------
CHARGES FOR THE SERVICE
-----------------------
1. CHARGES
1.1 The Charges payable to BT by the Customer will be as follows:
(a) a Service Connection Charge for Access Circuits of [*] as at 1998
prices; and
(b) an annual Service Rental Charge of [*] as at 1998 prices in
accordance with paragraph 1.2 below.
1.2.1 The Service Rental Charge is calculated in accordance with BT's Price
List entry for DTTV Distribution Network Service (DTTV) contained in
Section 19, Part 2 of BT's Price List; and BT's Price List entry for
Digital Video Broadcasting (DVB) Tariff contained in Section 19, part 2
of BT's Price List.
1.2.2 The Service Rental Charge is subject to indexation in accordance with
paragraph 1.3 of this Schedule. The Service Connection Charge is not
subject to indexation. The Charges are subject to VAT, which will be
added to the Charges and payable by the Customer. The Charges will not
otherwise vary during the term of this Contract, unless there is an
agreed variation in the Customer's requirements.
1.2.3 Service Rental Charges include the following elements:
a) Access Circuits (DVB)
---------------------
Charges for this element of the Service cover the conveyance of DVB
stream(s) from the Customer's premises to the DTTV Distribution
Network and are calculated in accordance with BT's Price List entry
for Digital Video Broadcasting (DVB) Tariff contained in Section 19,
part 2 of BT's Price List.
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
56
The charge for Access Circuits for the Customer is [*] p.a. at 1998
prices.
b) DTTV Distribution Network Service (DTTV)
----------------------------------------
Applicable Charges consist of:
(i) National Distribution Charges covering the conveyance of the
Customer's multiplexed DVB transport stream(s) from the
regionally associated CNAP and SNAP to the 14 regional CNAPS
and SNAPS comprising the National Distribution element of the
DTTV network.
The charge for this element of the Service is [*] p.a. at 1998
prices.
(ii) Local Distribution Charges covering the conveyance of the
Customer's multiplexed DVB transport stream(s) from the 14
regional CNAPS and SNAPS to the relevant Transmitter Sites.
The charge for this element of the Service is [*] p.a. at 1998
prices, but see NOTE below.
NOTE: Local Distribution Charges
--------------------------
During the rollout of Service to the Transmitter Sites Local
Distribution Charges will progressively increase in accordance
with Service Delivery Dates (subject to 1.4 (b) below) as the
Service is provided to more Transmitter Sites, and the Charges
shown above in 1.2(b)(ii) will be levied in accordance with
the number of Transmitter Sites to which Service is provided.
Service to Transmitter Sites will be charged for on
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
57
the basis of an average price for distribution to Transmitter
Sites, calculated as follows:-
total Local Distribution Charges = Y
--------------------------------
81
Where Y is the Local Distribution Charge per Transmitter Site
to which Service is provided. Y is then multiplied by the
number of Transmitter Sites to which Service is provided.
1.2.4 Total Service Rental Charges (on the basis that all Service Delivery
Dates are met by BT) at 1998 prices are therefore as follows:
Description Year 1 Year 2 Year 3
----------- ------ ------ ------
onwards
-------
Access Charges [*] [*] [*]
National Distribution Charges [*] [*] [*]
Local Distribution Charges [*] [*] [*]
TOTAL [*] [*] [*]
In the event of any changes to the delivery programme, the Local
Distribution Charges may vary from those indicated in the above
tabulation, as the Local Distribution Charges are payable (subject to 1.4
(b) below) from the relevant Service Delivery Dates.
1.3 Charges will be annually increased on each anniversary of the first
Service Delivery Date in accordance with the following formula:
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
58
C1 = [*]
where:
C1 = Charges for the current year,
C0 = Charge for the previous year,
X = The arithmetic mean of the percentage increases in the Retail Price
Index for each of the 12 months immediately preceding each anniversary of the
first Service Delivery Date over the Retail Price Index for each of the
corresponding 12 months immediately preceding those 12 months.
PROVIDED THAT:-
(a) in the event that the above formula results in a negative or zero
figure increase for any period, then there will be no increase for
that period;
(b) in the event that the RPI is not available in time for BT to
calculate a revised Service Rental Charge on an anniversary of the
first Service Delivery Date, then BT will invoice the Customer at
the previous year's Service Rental Charge until the RPI is
available, when an appropriate adjustment will be made to a
following invoice;
(c) should the RPI cease or fail to be published or should any changes
occur to the basis of the RPI, BT and the Customer will make a fair
and reasonable adjustment to RPI or, if appropriate, substitute a
revised formula which in either event will have substantially the
same effects as those specified in this paragraph 1.3.
1.4 The terms of payment for the Charges as above will be as follows:-
(a) the Service Connection Charge under 1.1(a) above will be payable in
two equal instalments on the first and second anniversaries of the
first Service Delivery Date;
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
59
(b) The Service Rental Charge under 1.1(b) above will be payable every two
calendar months in advance, with the first payment being due on the
first Service Delivery Date, PROVIDED THAT if Service is not provided
to a Transmitter Site on the relevant Service Delivery Date and the
delay is due to BT, the Service Rental Charge is payable from the date
on which Service is provided to that Transmitter Site ("the
Operational Service Date").
2. ADDITIONAL TRANSMITTER SITES
The formula to be used to calculate the Charges for additional transmitter
site access in accordance with Sub-clause 17.1 (i) will be that the Service
Rental Charges for Service to the additional transmitter sites will be
based on the Service Rental Charges as described in paragraph 1 above, but
subject to a maximum annual charge of [*] at 1998 prices (plus value added
tax) per annum per site, such maximum figure being subject to annual
indexation in accordance with paragraph 1.3 above from the first
anniversary of the first Service Delivery Date to the time the Service is
provided to the additional transmitter site(s), provided that such maximum
annual charge will only apply to up to an aggregate maximum of 24
additional transmitter sites nominated by the Customer, and where all such
sites and circuits to them are within BT's Licensed area in the United
Kingdom. The additional Service Rental Charges for Service being provided
to such additional transmitter sites will be subject to annual increase in
accordance with paragraph 1.3 above. The annual charge referred to above
will be apportioned per DTTV Multiplex Service (currently 5) according to
any shared utilisation with other customers for the DTTV Service.
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
60
SCHEDULE 3
----------
LATE DELIVERY PAYMENTS AND ABATEMENTS
-------------------------------------
INDEX
- -----
Part 1: Late Delivery Payments
Part 2: Loss of Service Definition
Part 3: Abatements
61
SCHEDULE 3
----------
PART 1: LATE DELIVERY PAYMENTS
------------------------------
1. GENERAL
In the event of delivery of Preliminary Testing Service after the Service
Preliminary Testing Dates, of delivery of Full Testing Service after the
Service Full Testing Dates, and/or of delivery of full Service after the
Service Delivery Dates, where the delay is due to BT, the Customer will be
entitled to claim Late Delivery Payments from BT calculated and payable in
accordance with this Part 1 of Schedule 3.
BT will, wherever practicable, co-ordinate its activities with the
transmitter providers' build project timetables and to this intent will use
reasonable endeavours to provide relevant Service to the Phase 1
Transmitter Sites (as defined below), subject to requirements in Clauses 4
and 6 being met within appropriate earlier timescales, one month prior to
relevant Dates, but will not be liable for Late Delivery Payments (or at
all) in the event of any such Service not being available on any such Date.
2. LATE DELIVERY PAYMENTS FOR LATE DELIVERY OF PRELIMINARY TESTING SERVICE AND
FULL TESTING SERVICE TO PHASE 1 TRANSMITTER SITES
2.1 Where Preliminary Testing Service is not made available to all of the
Transmitter Sites listed under the heading Phase 1 in Part 2 of Schedule 1
(the "Phase 1 Transmitter Sites") by midnight on their common Service
Preliminary Testing Date, and/or where Full Testing Service is not made
available to all of the Phase 1 Transmitter Sites by midnight on their
common Service Full Testing Date, where the delay is due to BT in each
case, Late Delivery Payments will be calculated as follows:-
62
2.2 For Preliminary Testing Service, Late Delivery Payments will be based on
Table 1A below. The amount payable will be a single payment, being the
figure shown opposite the Day on which Preliminary Testing Service is
provided to all the Phase 1 Transmitter Sites, multiplied by the number of
DTTV Multiplex Services for which the Customer (or, where appropriate, the
Customer's own customer DTTV Multiplex Service providers) have Broadcasting
Authority licences (not exceeding 4) and which are affected by the delay
("the Multiplier"). Where Preliminary Testing Service is not provided to
all the Phase 1 Transmitter Sites until after Day 30, the amount payable
will be the amount shown opposite Day 30, multiplied by the Multiplier.
2.3 For Full Testing Service, Late Delivery Payments will be based on Table 1B
below. The amount payable will be a single payment, being the figure shown
opposite the Day on which Full Testing Service is provided to all the Phase
1 Transmitter Sites, multiplied by the Multiplier. Where Full Testing
Service is not provided to all the Phase 1 Transmitter Sites until after
Day 30, the amount payable will be the amount shown opposite Day 30,
multiplied by the Multiplier.
2.4 If the Customer claims Late Delivery Payments under paragraphs 2.1 to 2.3
above, the Customer will not be entitled to receive the relevant Service to
any of the Phase 1 Transmitter Sites. However, if the Customer wishes to
accept provision of the relevant Service to some, but not all, of the Phase
1 Transmitter Sites on the relevant Date, then the Customer will be
entitled to claim Late Delivery Payments of a pro-rata proportion of the
relevant sum shown in Table 1A or B (as appropriate), where the amount
payable will be calculated as follows:-
63
Number of Phase 1 Figure shown
Transmitter Sites in opposite Day
respect of which on which relevant
relevant Service is Service is
not available provided to all
_________________ X Phase 1 X Multiplier
Total number of Transmitter
Phase 1 Transmitter Sites (or if after
Sites Day 30, then figure
shown opposite
Day 30)
2.5 Any Phase 1 Transmitter Sites for which a Service Preliminary Testing Date
and/or a Service Full Testing Date are either not agreed, or are not common
to the Service Preliminary Testing Date or the Service Full Testing Date
for the other Phase 1 Transmitter Sites, will be deemed to be Phase 2
Transmitter Sites (see below) and accordingly Late Delivery Payments under
this paragraph 2 and the following paragraph 3 will not be payable in
respect of delivery of relevant Service to such Transmitter Sites.
3. LATE DELIVERY PAYMENTS FOR LATE DELIVERY OF FULL SERVICE TO PHASE 1
TRANSMITTER SITES
In addition to any Late Delivery Payments payable under paragraph 2 above,
for each of the Phase 1 Transmitter Sites where full Service is not
provided by midnight on their common Service Delivery Date where the delay
is due to BT, the Customer will be entitled to claim a further Late
Delivery Payment which will be [*] per Transmitter Site per day of such
delay multiplied by the Multiplier, subject to a maximum overall total
daily payment for all such Transmitter Sites of [*] multiplied by the
Multiplier.
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
64
4. LATE DELIVERY PAYMENTS FOR LATE DELIVERY OF PRELIMINARY TESTING SERVICE,
FULL TESTING SERVICE, AND FULL SERVICE TO PHASE 2 TRANSMITTER SITES
In respect of the Transmitter Sites listed under the heading Phase 2 in
Part 1 of Schedule 1 or deemed to be a Phase 2 Transmitter Site under
paragraph 2.5 above (the "Phase 2 Transmitter Sites"), the Customer will be
entitled to claim Late Delivery Payments in accordance with either Option A
or Option B as set out below, provided that the Customer elects which
Option will apply prior to signature of this Contract:-
OPTION A
--------
The Customer will be entitled to claim Late Delivery Payments for late
delivery of Preliminary Testing Service and Full Testing Service on the
same basis as set out in paragraph 2 of this Part 1 of Schedule 3, but
where the provisions of paragraph 2 will apply separately to each group of
Phase 2 Transmitter Sites which share the same Dates, and in the case of
each such group, the amounts shown in Table 1A and Table 1B are each
reduced by four-fifths. Additionally, where full Service is not provided to
any Phase 2 Transmitter Site by midnight on its Service Delivery Date where
the delay is due to BT, the Customer will be entitled to claim a Late
Delivery Payment of [*] per day of such delay multiplied by the Multiplier.
OPTION B
--------
No Late Delivery Payments will be payable where Preliminary Testing Service
is not delivered on the Service Preliminary Testing Date, or where Full
Testing Service is not delivered on the Service Full Testing Date, but
where full Service is not provided to any Phase 2 Transmitter Site by
midnight on its Service Delivery Date where the delay is due to BT, the
Customer will be entitled to claim a Late Delivery Payment of [*] per day
of such delay multiplied by the Multiplier.
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
65
CUSTOMER'S ELECTION
-------------------
The Customer elects Option A
5. MAXIMUM OVERALL TOTAL OF LATE DELIVERY PAYMENTS
All Late Delivery Payments will be subject to a maximum overall annual
total, commencing on the first Service Preliminary Testing Date and
expiring on the last Operational Service Date, of one half of the total
Service Rental Charge for Year 3 as set out in paragraph 1.2.4 of Schedule
2 (or pro rata for the last year).
6. GENERAL SCOPE AND LIMITATIONS OF LATE DELIVERY PAYMENTS
6.1 Late Delivery Payments will be in full and final satisfaction of any claims
against BT by the Customer relating to delay in provision of the relevant
Service and BT will not be liable to the Customer for any failure to
provide the relevant Service by any dates specified in this Contract save
to the extent set out in this Part 1 of Schedule 3.
6.2 Late Delivery Payments will not be payable:-
(a) Where Preliminary Testing Service, Full Testing Service, or full
Service is not available on the relevant date due to the BT's
requirements under Clauses 4 or 6 not being met, or an event described
in Sub-clause 4.4, or to delays in obtaining wayleave consents, or to
any event falling within Clause 13, or any other cause not due to BT;
or
(b) In relation to Late Delivery Payments for Preliminary Testing Service
and/or Full Testing Service, to the extent that the Customer does not
incur costs as a consequence of the delay.
66
7. PAYMENT OF LATE DELIVERY PAYMENTS
Late Delivery Payments will be calculated monthly in arrears and payable
within 45 days of the date of the invoice from the Customer. The Customer
may charge daily interest on late payments at a rate equal to 4% per annum
above the base lending rate of Midland Bank plc.
67
TABLE 1
-------
LATE DELIVERY PAYMENT FORMULA
FOR PHASE 1 TRANSMITTER SITES
TABLE 1A TABLE 1B
PRELIMINARY TESTING FULL TESTING
SERVICE SERVICE
======================== ==========================
DAY AMOUNT DAY AMOUNT
- ----------------------- --------------------------
1 [*] 1 [*]
2 [*] 2 [*]
3 [*] 3 [*]
4 [*] 4 [*]
5 [*] 5 [*]
6 [*] 6 [*]
7 [*] 7 [*]
8 [*] 8 [*]
9 [*] 9 [*]
10 [*] 10 [*]
11 [*] 11 [*]
12 [*] 12 [*]
13 [*] 13 [*]
14 [*] 14 [*]
15 [*] 15 [*]
16 [*] 16 [*]
17 [*] 17 [*]
18 [*] 18 [*]
19 [*] 19 [*]
20 [*] 20 [*]
21 [*] 21 [*]
22 [*] 22 [*]
23 [*] 23 [*]
24 [*] 24 [*]
25 [*] 25 [*]
26 [*] 26 [*]
27 [*] 27 [*]
28 [*] 28 [*]
29 [*] 29 [*]
30 [*] 30 [*]
======================== ==========================
Where each Day commences Where each Day commences
at 00.01 hours and ends at 00.01 hours and ends
at 24.00 hours, and Day 1 at 24.00 hours, and Day 1
is the day after the Service is the day after the Service
Preliminary Testing Date, et seq. Full Testing Date, et seq.
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
68
SCHEDULE 3
----------
PART 2: LOSS OF SERVICE DEFINITION
----------------------------------
1. The network is designed to achieve an overall end-to-end network
availability between each Distribution Input Interface pair of Customer's
Content Signals and each associated Distribution Output Interface pair of
Customer's Content Signals of not less than 99.99% over a rolling 6 month
period.
2. Loss of Service will be considered to have happened when both feeds of
Customer's Content Signals to a Transmitter Site have been declared as
unavailable simultaneously, or a feed is declared unavailable within 1
(one) minute of the other feed being declared available (after the other
feed had previously been declared unavailable). In the first case the Loss
of Service will be credited for Abatements purposes in complete seconds
until one of the feeds is declared available. In the second case a Loss of
Service of 1 (one) minute minus the time in complete seconds during which
both links were available will be credited for Abatements purposes.
3. A feed to a Transmitter Site will be deemed to be unavailable whenever one
of the following conditions is satisfied (these conditions being based on
ETSI Technical Recommendation ETR 290 (May 1997), Title: Digital Video
Broadcasting (DVB) Measurement Guidelines for DVB Systems, Ref: DTR/JTC -
00DVB - 22):-
(a) [*] or
(b) [*] or
(c) [*] or
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
69
(d) [*] or
(e) [*] or
(f) [*] or
PROVIDED THAT where more than one of the above events occur simultaneously
or overlap, only one of such events, in the order of precedence listed
above, will give rise to Abatements.
4. Feeds will be deemed available (after they have previously been declared
unavailable) when the following conditions apply. Each clear condition is
associated with the fault condition above:-
(a) [*] or
(b) [*] or
(c) [*] or
(d) [*] or
(e) [*] or
(f) [*]
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
70
SCHEDULE 3
----------
PART 3: ABATEMENTS
--------------------
1. GENERAL
If Loss of Service occurs after the first Operational Service Date which is
due to BT, then the Customer will be entitled to claim an Abatement of the
Service Rental Charge in accordance with this Part 3 of Schedule 3. For
the purposes of Abatements, Loss of Service will be calculated over a
rolling 365 day period.
2. ABATEMENTS FOR LOSS OF SERVICE
Should a Loss of Service to any of the Transmitter Sites occur after its
Operational Service Date then subject to paragraphs 3 and 4 below, the
Customer will be entitled to claim an Abatement of the Service Rental
Charge in accordance with the formula set out in Table 1 below. The maximum
Abatement of Service Rental Charge to apply to a Loss of Service to any
Transmitter Site in any consecutive period of one year commencing on the
first Operational Service Date for the remainder of the term of this
Contract (or part year for the last such period), will be as set out in
Table 1 below (or a proportionate part of such maximum for the last such
period).
3. MAXIMUM OVERALL ANNUAL TOTAL OF ABATEMENTS
Abatements will be subject to a maximum overall annual total, commencing on
the first Operational Service Date and expiring on the last day of the
Contract, of one half of the total Service Rental Charge for Year 3 as set
out in paragraph 1.2.4 of Schedule 2 and as increased in accordance with
the formula set out in paragraph 1.3 of Schedule 2 at the date of
calculation (or pro rata for the last year).
71
4. GENERAL SCOPE AND LIMITATIONS OF ABATEMENTS
4.1 Payment or credit of Abatements will be in full and final satisfaction of
any claims against BT by the Customer relating to the quality of the
Service and BT will not be liable to the Customer for any faults, Loss of
Service or other failures in the quality of the Service save to the extent
set out in this Part 3 of Schedule 3
4.2 No Abatement of the Service Rental Charge for Loss of Service to any
Transmitter Site will apply if such Loss of Service is due to any one of
the following circumstances:-
(a) where the failure is due to any matter covered by Clause 13; or
(b) interruption, withdrawal or suspension of the Service in accordance
with Sub-clause 2.6, 7.5 or 16.2, or to carry out planned upgrades to
the Service at agreed times (including installation of output
switching); or
(c) failure by the Customer to comply with its obligations under this
Contract, including but not limited to those under Clauses 5 or 7; or
(d) BT's requirements under Clauses 4 or 6 not being met, or an event
occurring as described in Sub-clause 4.4; or
(e) a failure or fault not attributable to the Service, including but not
limited to faults attributable to the Customer's Equipment, or other
networks or services connected to the Service, or other circumstances
under the Customer's control; or
(f) the Loss is due to the Customer's Content Signals being absent or
degraded or incorrectly routed prior to the Distribution Input
Interface.
72
5. PAYMENT OF ABATEMENTS
5.1 Within 10 working days following any period of Loss of Service, BT will
forward to the Customer a consolidated report of any Loss of Service to the
Transmitter Sites specifying the dates, times and durations of any such
Loss of Service and specifying any applicable Abatement as determined by,
and meeting the conditions outlined in this Part 3 of Schedule 3, which the
Customer will be entitled to claim.
5.2 Unless otherwise agreed with the Customer, Abatements claimed by the
Customer will be set off against the next instalment(s) of the Service
Rental Charge, except for any Abatements claimed after the final instalment
has been paid, where BT will pay any Abatements claimed within 45 days of
the date of the invoice from the Customer. The Customer may charge daily
interest on late payment of such invoice at a rate equal to 4% per annum
above the base lending rate of Midland Bank plc.
73
TABLE 1
-------
ABATEMENT FORMULAE
------------------
Abatements for Category A Transmitter Sites (One only, being Crystal Palace
- ---------------------------------------------------------------------------
Transmitter Site)
- -----------------
- ---------------------------------------------------------------------
Total loss of service in any Annual derived abatement of Annual
365 day period. Rental charge (per Station)
T= 0 to 30 secs [*]
T= 30 secs to 240 mins [*]
T= above 240 mins [*]
- ---------------------------------------------------------------------
Where X(T) = [*]
ln is natural logarithm.
T is the cumulative Loss of Service in minutes rounded to the nearest whole
minute.
Abatements for Category B Transmitter Sites (All Transmitter Sites other than
- -----------------------------------------------------------------------------
Crystal Palace Transmitter Site)
- --------------------------------
- ---------------------------------------------------------------------
Total loss of service in any Annual derived abatement of Annual
365 day period. Rental charge (per Station)
T= 0 to 30 secs [*]
T= 30 secs to 240 mins [*]
T= above 240 mins [*]
'''''''''''''
- ---------------------------------------------------------------------
Where X(T) = [*]
ln is natural logarithm.
T is the cumulative Loss of Service in minutes rounded to the nearest whole
minute.
NOTE: These formulae will apply on a per Transmitter Site basis
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
74
SCHEDULE 4
----------
FUNCTIONAL DESIGN SPECIFICATION
-------------------------------
The Functional Design Specification is a detailed technical description of the
Service, of which the current version is:-
"An Integrated Distribution Network for Digital Terrestrial Television
Functional Design Specification
for Castle Transmission International
Issue: Draft 0.2"
It does not form part of the Contract, but may be used by the parties for
reference and clarification purposes. In the event of any conflict between the
Functional Design Specification and the Contract, the Contract will prevail.
The parties recognise that the technical description and specification of the
Service may change from time to time, and that any such agreed changes will be
incorporated within a revised Functional Design Specification, in addition to
any changes that may be agreed to the Contract consequent on such changes.
75
SCHEDULE 5
----------
IMPLEMENTATION PLAN
-------------------
BT will produce an Implementation Plan for delivery and testing of the Service,
which will include timescales for fulfilment of BT and Customer requirements and
obligations (including the BT requirements and Customer's obligations under Sub-
clauses 4.1 and 6.1), and which both parties will use all reasonable efforts to
agree as soon as practicable, PROVIDED THAT in any event the Customer
acknowledges that, as a minimum:-
(a) BT will require the requirements described in Sub-clause 4.1 to be
fulfilled not less than two calendar months prior to the relevant Service
Preliminary Testing Date at each Site; and
(b) BT will require the following minimum levels of access referred to in Sub-
clause 6.1:-
(i) continuous 24-hour access to all relevant Sites for all internal work
during a period from 2 months prior to each Service Preliminary
Testing Date to each Service Delivery Date;
(ii) access 7 days per week from 08.00 hours to 18.00 hours to all
relevant Sites for all external work during a period from 3 months
prior to each Service Preliminary Testing Date to 1 month prior to
each Service Preliminary Testing Date, then continuous 24-hour access
to all relevant Sites for all external work during a period from 1
month prior to each Service Preliminary Testing Date to each Service
Delivery Date.
If the Customer is unable to arrange access in accordance with (b) above at any
Transmitter Sites, the Customer may propose an alternative detailed timetable
(including proposed dates and hours of access for internal and external work)
for BT's access to such Transmitter Sites. BT will review these proposals and
indicate whether or not BT can accept them (which will be at BT's sole
discretion) in relation to each Transmitter
76
Site. Where BT accepts such proposals, BT's requirements under Sub-clause 6.1
shall be deemed to be modified accordingly in relation to such Transmitter
Site(s), and Late Delivery Payments shall apply accordingly. Where BT does not
accept such proposals, BT will use reasonable endeavours to carry out the
relevant work within the Customer's proposed timetable but will have no
liability to the Customer for late provision of Service and accordingly no Late
Delivery Payments will be payable. BT's acceptance of any such proposals will
only be valid if made in writing and signed by BT's DTTV Service Project
Manager, such BT DTTV Service Project Manager to be advised by BT to the
Customer from time to time.
77
SCHEDULE 6
----------
ACCEPTANCE TESTS
----------------
PART 1 : GENERAL METHODOLOGY
-----------------------------
BT will conduct Acceptance Tests in accordance with the following
methodology to satisfy conformance with the Acceptance Criteria. These
tests will take place in four main stages:-
(a) the Customer will have the built in diagnostic features of the ASI
equipment demonstrated to them at BT laboratories. These features will
enable remote verification that the DTTV Distribution Network is
satisfying the service parameters during commissioning and through out
the life of the network;
(b) individual links will be commissioned by BT. Copies of the
commissioning reports for each circuit within the network on which
their signals are carried will be made available to the Customer;
(c) the Customer's nominated representatives, in accordance with Sub-
clause 3.1, will be invited to be present at a five randomly picked
Transmitter Sites where the diagnostic features of the ASI equipment
will again be verified with other test equipment. At this time the
Customer will also verify that the network monitoring system is
reporting as expected;
(d) the DTTV Distribution Network will then be finally commissioned, using
the diagnostic features of the ASI mux and the network monitoring
system, ensuring that the Service meets the Acceptance Criteria.
2. The Acceptance Tests for the Preliminary Testing Service, the Full Testing
Service, and fully operational Service will be as follows:-
78
(a) following the installation of a single link for the Preliminary
Testing Service, BT will verify the link performance between the
Playout Centre and the Transmitter Site. Acceptance Testing for the
Preliminary Testing Service will consist of a link performance check
which will be limited to a verification that the ASI performance is
error-free and formatted in accordance with DVB-PI-154 TM1449:
Interfaces for CATV/SATV Headends and Similar Professional Equipment
(EN 50083-9) (the "Specification");
(b) following the installation of the second link, BT will verify the link
performance between the Playout Centre and the Transmitter Site. A
link performance check will be limited to a verification that the ASI
performance is error-free and formatted in accordance with the
Specification. If these conditions are met, both links will then be
subject to longer duration stability testing, where the diagnostic
features of the ASI Mux will be used in conjunction with the network
monitoring system to demonstrate that [*]. Should errors occur during
link testing then the stability check will be restarted until a [*].
These results will be presented to the Customer as demonstration that
the results of the Acceptance Tests for the Full Testing Service and
the fully operational Service meet the Acceptance Criteria.
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
79
SCHEDULE 6
----------
PART 2: ACCEPTANCE CRITERIA
----------------------------
For the Preliminary Testing Service, the Acceptance Criteria will be that
the ASI stream is error-free and formatted in accordance with the
Specification as defined in paragraph 2, Part 1, Schedule 6, measured as
described in paragraph 2, Part 1, Schedule 6.
For the Full Testing Service, and the fully operational Service, the
Acceptance Criteria will be that there are no transport stream errors
introduced by the distribution system recorded by the Network Management
Service for a continuous period of [*], measured as described in
paragraph 2, Part 1, Schedule 6.
Please see paragraph 3, Part 1, Schedule 1 for description of the
respective facilities comprising the Preliminary Testing Service, the Full
Testing Service and fully operational Service.
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
80
SCHEDULE 7
----------
NETWORK MANAGEMENT SERVICE
--------------------------
1. NETWORK MANAGEMENT
1.1 Network Management facilities will be provided to coincide with Service
Full Testing Dates. Network Management provides the framework within which
the Service will be managed. A more detailed description of the facilities
that will be provided by BT and the features and functionality is contained
in the Functional Design Specification.
1.2 Network technical performance information will be made available to the
Customer, and any network failures will be reported to the status display
and statistics will be maintained and be available at the status display.
This status display will provide a continuous overview of the network and
the status of the signals. If a Loss of Service occurs, alarms will appear
on the status display. The displays will also provide facilities to
ascertain the reason for the alarm(s) and to store the cumulative Service
statistics for a rolling 12 month period.
1.3 Network reports will be available as described in the Functional Design
Specification.
2. FAULT REPORTING
The BT Service Management Centre (SMC) will manage the Service. The SMC
will monitor the Service 24 hours/day, 365 days/year and will provide a
reporting service to the Customer for incidents on the Service. If a Loss
of Service occurs the Customer can contact BT at the SMC on the following
numbers:-
The telephone number for the SMC is: 0800 212857
The facsimile number for the SMC is: 0(1)71 261 4279
81
SCHEDULE 8
----------
SPECIFICATION OF CUSTOMER CONTENT SIGNALS
-----------------------------------------
1. The Customer will provide in respect of each DTTV Multiplex Service, two
outputs of Customer's Content Signals to be carried over the DTTV
Distribution Network from each Playout Centre. Each output of Customer's
Content Signals will be identical and (subject to Sub-clause 4.2)
continuous under normal conditions, and will have a nominal bitrate of [*]
. Customer's Content Signals must comply with the characteristics described
in paragraph 4.1, Part 1, Schedule 1.
2. Customer interfaces to the network will be provided in accordance with
paragraph 4, Part 1, Schedule 1.
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
82
SCHEDULE 9
----------
PERSONS PERMITTED TO RECEIVE CONFIDENTIAL INFORMATION
-----------------------------------------------------
1. BOTH PARTIES
Their employees or professional advisers who need to know the information
2. ADDITIONALLY FOR BT
The employees of a BT Group Company who need to know the information BT's
suppliers who need to know the information
3. ADDITIONALLY FOR THE CUSTOMER
The employees of the following who need to know the information:-
British Digital Broadcasting Plc
The British Broadcasting Corporation
Any Group Company of the Customer
The Customer's suppliers
83
SCHEDULE 10
-----------
CONTRACT CHANGE ORDER FORM
--------------------------
________________________________________________________________________________
CHANGE ORDER NUMBER: DATE:
- -------------------- -----
The Contract dated ...................................Reference
- ---------------------------------------------------------------
Number.........................................
- -----------------------------------------------
between British Telecommunications plc of 81, Newgate Street, London, EC1A 7AJ
- ------------------------------------------------------------------------------
(hereinafter called "BT")
- -------------------------
and (Customer)
- --------------
for the supply of :- DTTV Service
- ---------------------------------
is amended as follows:-
- -----------------------
________________________________________________________________________________
1. DESCRIPTION
________________________________________________________________________________
________________________________________________________________________________
2. AMENDMENT TO CLAUSE
-------------------
________________________________________________________________________________
3. ORIGIN AND REASON FOR CHANGE ORDER
----------------------------------
________________________________________________________________________________
84
________________________________________________________________________________
4. CHARGES
-------
I) THE TOTAL CHANGE IN THE CHARGES FOR CARRYING OUT THE AMENDMENT IN
ACCORDANCE WITH THE TERMS OF THIS CHANGE ORDER IS:
II) THE CHARGES ARE AMENDED TO:-
________________________________________________________________________________
5. COMMENCEMENT DATE
-----------------
The Commencement Date is amended to:-
________________________________________________________________________________
6. REMARKS
-------
________________________________________________________________________________
7. GENERAL
-------
Except as amended herein or by any other formal Contract Change Orders duly
signed by xx and BT, the terms of the Contract dated..................
Reference Number.................. will remain in full force and effect.
The terms of this Contract Change Order are agreed.
________________________________________________________________________________
8. PREVIOUS CONTRACT CHANGE ORDERS
-------------------------------
Number Date
------ ----
________________________________________________________________________________
85
SIGNED BY )
---------
a duly authorised person on )
behalf of )
British Telecommunications plc )
Name )
Position )
SIGNED BY )
---------
a duly authorised person on )
behalf of xxxx plc
Name )
Position )