Exhibit 10.7.1
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission. The
omissions have been indicated by asterisks ("*****"), and the omitted text has
been filed separately with the Securities and Exchange Commission.
(1) BRITISH TELECOMMUNICATIONS plc
(2) PLAYBOY TV UK/BENELUX LIMITED
-------------------------------
CONTRACT FOR A COMBINED COMPRESSED
UPLINK AND EUROBIRD SPACE SEGMENT SERVICE
-------------------------------
Playboy Eurobird contract
CONTENTS
1. Definitions and Interpretation
2. Provision of the Service
3. The Charge for the Service
4. Unavailability of the Service
5. Credits
6. Suspension by BT
7. Termination by the Customer
8. Termination by BT
9. Effect of Termination
10. Use and Assignment
11. Force Majeure
12. Limitation of Liability
13. Indemnity
14. Notices
15. Confidentiality
16. Variations and Amendment
17. No Partnership
18. Severability
19. Waiver
20. Entire Agreement
21. Proper Law and Jurisdiction
22. Remote Adaptation
23. Third Party Rights
SCHEDULES
Schedule 1: The Service
Schedule 2: Charges and Other Financial Matters
Schedule 3: Fault Reporting Procedures
Schedule 4: Specification of Customer Premises
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THIS CONTRACT is made this 12th day of May 2004
BETWEEN
(1) BRITISH TELECOMMUNICATIONS public limited company whose registered office
is at BT Centre, 81 Newgate Street, London, EC1A 7AJ, registered in
England No 1800000 ("BT")
AND
(2) PLAYBOY TV UK/BENELUX LIMITED whose registered office is at Aquis House,
Station Road, Hayes, Middlesex, UB3 4DX registered in England No. 2412178
("the Customer").
INTRODUCTION
A The Customer is in the business of transmitting television and audio
services and requires facilities to enable it to transmit the said
services by means of satellite to various receive points; and
B BT has agreed to provide the service as described in this Contract to the
Customer on the terms and conditions of this Contract.
IT IS AGREED AS FOLLOWS:
1. Definitions and Interpretation
1.1 In this Contract, unless otherwise specifically provided or required by
the context, the following expressions will have the following meanings:
Associate means, in respect of a party, any subsidiary
or holding company or other subsidiary of a
holding company (as defined in section 736 and
736A of the Companies Act 1985);
Broadcast Service the material comprising video, audio, data,
multimedia, interactive services and teletext
as provided by the Customer and delivered to
the BT Compression System by the Customer
Signals;
BT Compression System the digital compression and multiplexing
system provided and maintained by BT and
located at the Customer Premises and described
in Schedule 1 Part A;
Charge the charges as set out in Schedule 2;
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Compressed Channels means six data streams derived from the
compression and multiplex system described in
Schedule 1 - Part A;
Contract the Clauses of this Contract together with
the attached Schedules;
Customer Premises means Aquis House, Station Road, Hayes,
Middlesex UB3 4DX
Customer Signals the electronic signals generated by (or on
behalf of) the Customer to deliver the
Broadcast Service to BT as described in
Schedule 1;
Due Date (a) for the first month, the Operational
Service Date; and
(b) for each succeeding month during the
Contract, the first day of the month;
Earth Segment Facilities the facilities as described in Schedule 1
Expiry Date the date set out in Schedule 2 when the
Contract expires;
Force Majeure is defined in Clause 11;
International Gateway the BT Tower in London;
Operational Service the date set out in Schedule 2 on which the
Date or OSD Service starts;
Satellite the satellite referred to in Schedule 1;
Service means the compression and multiplexing of the
Broadcast Service and its onward transmission
via an uplink earth terminal to the Space
Segment provided by BT and all as further
detailed in Schedule 1;
Space Segment the capacity in the Satellite as described in
Schedule 1;
Space Segment Operator the entity named in Schedule 1 or such other
entity or successor to which its rights and
obligations to provide capacity in the
Satellite and/or to operate the Satellite may
in future be transferred or devolved;
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Termination Date the date that termination is effective;
Termination Payment the payment for early termination set out in
Clause 9;
Unavailability Total and / or Partial Unavailability as the
case may be and as defined in Clause 4;
Year any 12 months starting on the OSD or any
anniversary of the OSD.
1.2 Words in the singular include the plural and vice versa. Clause headings
are for the purpose of guidance only and will not affect the construction
or interpretation of this Contract.
2. Provision of the Service
2.1 BT will provide the Service to the Customer from the Operational Service
Date to the Expiry Date on the terms and conditions set out in this
Contract.
2.2 The Customer will deliver the Customer Signals to BT at the BT Compression
System.
2.3 The Customer must ensure that the Customer Signals comply with Schedule 1,
part F - Specifications and Limitations of Customer Signals, so that they
do not cause any damage, loss or interference to the Earth Segment or
Space Segment Facilities, or to other services.
2.4 Where BT provides the Service at the Customer Premises the Customer shall
be responsible for:
2.4.1 preparation and maintenance of the Customer Premises in accordance
with the specification as detailed in Schedule 4, including but
not limited to the provision of suitable accommodation, power
supplies and air conditioning for the BT Compression System to be
installed at the Customer Premises; and
2.4.2 obtaining (and paying any charges or costs for) all necessary
planning permissions and landlord approvals and consents (i) to
install the BT Compression System at the Customer Premises and
(ii) for the connection and operation of the Service at the
Customer Premises (for the avoidance of doubt this does not
include any planning permissions, landlord approvals and consents
for land not occupied or owned by the Customer); and
2.4.3 the BT Compression System installed at the Customer Premises and
for its proper use in accordance with BT's written instructions.
If any part of such BT Compression System is lost, destroyed or
damaged by the Customer, its employees, agents or its
subcontractors, the Customer shall pay BT's cost for its
replacement or repair as applicable. The Customer must not
interfere with the BT Compression System or permit anybody else to
do so; and
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2.4.4 granting BT or any of its subcontractors access to the Customer
Premises in order to enable BT or its subcontractors to carry out
work necessary for installing and maintaining the BT Compression
System and maintaining the Service. Where possible, BT will
provide notice to the Customer of any access required to the
Customer Premises.
2.5 The Customer is responsible for the content of the Broadcast Service, even
if the Customer is not the creator of the material comprised in such
content.
2.6 The Customer is responsible for obtaining all necessary consents from
relevant authorities in, and must observe the applicable laws of, any
country where the Broadcast Service is transmitted and/or received.
2.7 When using the Service the Customer must not use, or permit any other
person to use, the Service contrary to any applicable legislation, codes,
mandatory rules or regulations either in the UK or any other country as
applicable and, in particular, must comply, in the UK with any applicable
obligations under the Broadcasting Act 1990 and the Independent Television
Commission Codes of Practice (including any successor legislation or
codes).
2.8 Use of the Service in contravention of Clauses 2.6 or 2.7 is a breach of
Contract by the Customer. If in BT's reasonable opinion BT is potentially
exposed, to civil or criminal liability, or is likely to be exposed to an
action taken by any competent regulatory authority, BT may on giving
notice to the Customer of the breach suspend the Service under Clause 6.
2.9 BT reserves the right to interrupt the Service for necessary maintenance,
adjustments or repair. BT will, except in case of emergency, give
reasonable prior written notice to the Customer of such interruption. BT
shall ensure and procure that any such interruption shall be kept to a
minimum and shall advise the Customer of the expected duration of such
interruption.
2.10 The basic total bit rate for the Service provided from the OSD shall be 16
Mbit/s. Nevertheless, from the OSD until September 1st 2004 BT shall make
available up to an additional 3 Mbit/s for the Customer at no extra
Charge. The Customer shall notify BT by August 15th 2004 of the total
requirement for the Service (in addition to the basic 16Mbit/s capacity)
and the appropriate Charges shall apply from 1st September 2004 as set out
in Schedule 2.
2.11 At any time after June 18 2005, in the event that the Customer ceases to
operate a Broadcast Service contained within one of the Compressed
Channels in the UK DTH market, then subject to giving BT 3 months prior
written notice of such cessation (the "Cessation Date") BT shall reduce
the total bit rate made available to the Customer under this Contract by
2Mbit/s and the Charges for the Service shall be reduced by the rate of
***** per annum from the Cessation Date of such Compressed Channel.
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3. The Charge for the Service
3.1 The Customer agrees to pay the Charge for the Service from the OSD until
the Expiry Date.
3.2 The Customer will pay the Charge in equal monthly instalments except for
the first and last months, which will be calculated on a pro-rata time
basis by BT.
3.3 BT will invoice the Customer not less than 30 days before the Due Date. BT
must receive payment of the monthly instalment in full (together with
payment of VAT or other taxes as appropriate) by the Due Date. BT may
charge interest upon the sum outstanding from the Due Date and suspend
Service or Terminate in accordance with the relevant provisions of this
Contract. Such interest will be at a rate of four (4) per cent per annum
above the base-lending rate from time-to-time of HSBC Bank compounded on a
monthly basis and will accrue on a daily basis.
3.4 The Charge and any other sums payable are exclusive of United Kingdom
Value Added Tax (VAT), fees, surcharges and any other taxes. Invoices
payable under this Contract are subject to the addition of VAT, fees,
surcharges and any other taxes where appropriate.
3.5 The Customer will pay the Charge and any other sums payable under the
Contract without set off, counter claim or other deductions by the method
as set out in Schedule 2.
4. Unavailability of the Service
4.1 The Service will be regarded as Totally Unavailable during the term of the
Contract in the following circumstances:
4.1.1 where none of the Compressed Channels meet the parameters in
Schedule 1;
4.1.2 where none of the Compressed Channels are made available due to
routine testing or maintenance;
4.1.3 where none of the Compressed Channels contain a Broadcast Service
due to fault or failure of BT's Earth Segment Facilities;
and "Totally Unavailable" and "Total Unavailability" will be construed
accordingly.
4.2 The Service will be regarded as Partially Unavailable during the term of
the Contract in the following circumstances:
4.2.1 some but not all of the Compressed Channels are failing to meet
the parameters in Schedule 1;
4.2.2 some but not all of the Compressed Channels are not made available
due to routine testing or maintenance;
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4.2.3 some but not all of the Compressed Channels contain a Broadcast
Service due to fault or failure of BT's Earth Segment Facilities;
and "Partially Unavailable" and "Partial Unavailability" will be construed
accordingly.
4.3 For the avoidance of doubt, the Service shall not be regarded as Totally
or Partially Unavailable during any periods where the Customer Signals are
unavailable or degraded.
4.4 The parties agree to comply with the Fault Reporting Procedures as
attached at Schedule 3.
5. Credits
5.1 BT will allow a credit to the Customer for any period of Total or Partial
Unavailability as defined in Clause 4 above except where such Total or
Partial Unavailability is due to one or more of the following:
5.1.1 Any act or omission of, or a request by, the Customer, its
employees, agents or contractors including but not limited to
failure to deliver the Customer Signals (including the Broadcast
Service) for whatever reason; or
5.1.2 The Service is degraded due to sun outage or adverse weather
conditions.
5.2 Periods of Total or Partial Unavailability will be measured in minutes
from the time such Total or Partial Unavailability is reported to BT by
the Customer or such other time if earlier when the Unavailability becomes
known to BT until the time the Service is restored to the parameters
specified in Schedule 1.
5.3 Credits will be calculated as follows:
5.3.1 In the event of Total Unavailability:
Credit = ACS x QPF
--------------------------
Number of minutes of
Service contracted for
that year
5.3.2 In the event of Partial Unavailability for each Compressed Channel
suffering fault or failure in accordance with Clause 4.2:
Credit = ACS / 6 x QPF
--------------------------
Number of minutes of
Service contracted for
that year
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Where ACS is the applicable annual Charge for Service payable under the
Contract and QPF is the duration of the qualifying period of failure in
minutes.
5.4 BT will issue a credit note for the amount as calculated in Clause 5.3
above and such credit will be applied to the applicable invoice and will
reduce the outstanding balance on the Customer's account at the date of
such issue.
5.5 Credits for Total or Partial Unavailability are in full and final
settlement of any claim arising for any period of Unavailability.
6. Suspension by BT
6.1 BT may (without prejudice to any other right or remedy) suspend the
Service:
6.1.1 on giving the Customer seven (7) days written notice if BT does
not receive the payment of the Charge in full within 30 days of
the Due Date together with any interest due;
6.1.2 immediately by written notice if the Customer commits a
substantial breach of this Contract; or
6.1.4 immediately by written notice if any of the events which are
grounds for suspension under Clause 2.7 occur.
Suspension will continue until the grounds for suspension are removed to
BT's reasonable satisfaction or BT terminates the Contract pursuant to the
terms herein.
6.2 The Customer remains liable to pay the Charges during any period of
suspension and, for the avoidance of doubt, no credits are payable by BT
to the Customer for any such period of suspension.
7. Termination by the Customer
7.1 The Customer may terminate this Contract before the Expiry Date for Total
or Partial Unavailability (save for where such Total or Partial
Unavailability is due to the reasons given in Clause 5.1.1, 5.1.2 or an
event of Force Majeure) immediately by written notice to BT:
7.1.1 subject to Clause 7.1.2 below, where such Total or Partial
Unavailability has continued for a single continuous period of 15
days due to fault or failure in the Earth Segment Facilities or
sooner when it is agreed by both parties that such Total or
Partial Unavailability will continue for longer than 15 days from
the day it started;
7.1.2 where the Service has been Totally Unavailable due to failure of
the Space Segment Facilities the Customer may terminate this
Contract where such failure has continued for a single continuous
period of 30 days.
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7.2 The Customer may terminate this Contract before the Expiry Date by
written notice to BT if BT commits a substantial breach of this
Contract (other than matters provided for in Clause 7.1) and;
7.2.1 if the breach of Contract is capable of remedy, BT fails to remedy
the breach within 30 days of written notice to do so; or
7.2.2 if it is not possible to remedy the breach.
7.3 The Customer may terminate this Contract before the Expiry Date by written
notice to BT if BT is the subject of a bankruptcy order or becomes
insolvent or makes any arrangement or composition with or assignment for
the benefit of its creditors or goes into liquidation, either voluntary
(otherwise than for reconstruction or amalgamation) or compulsory, or if a
receiver or administrator is appointed over its assets.
8. Termination by BT
8.1 BT may immediately terminate this Contract by written notice to the
Customer, giving the Customer as much notice as is reasonably practicable,
if BT receives written notification that the Space Segment Facilities have
become permanently unavailable. Upon such termination BT will advise
Customer of the availability, if any, of suitable alternative Space
Segment Facilities and will use reasonable endeavours to arrange for the
provision of suitable alternative Space Segment Facilities on terms to be
agreed negotiating in good faith. In the event of termination in
accordance with this Clause 8.1 BT shall repay any Charges paid in advance
by the Customer.
8.2 BT may (without prejudice to any other right or remedy) terminate this
Contract by giving 30 days written notice to the Customer if BT does not
receive payment of the Charges in full on the Due Date and any interest
thereon.
8.3 BT may terminate this Contract before the Expiry Date by written notice to
the Customer if the Customer commits a substantial breach of this Contract
(other than matters provided for in Clause 8.2) and:
8.3.1 if the breach of Contract is capable of remedy, the Customer fails
to remedy the breach within 30 days after receipt of written
notice to do so; or
8.3.2 if it is not possible to remedy the breach.
8.4 BT may terminate this Contract before the Expiry Date by written notice to
the Customer if the Customer is the subject of a bankruptcy order or
becomes insolvent or makes any arrangement or composition with or
assignment for the benefit of its creditors or goes into liquidation,
either voluntary (otherwise than for reconstruction or amalgamation) or
compulsory, or if a receiver or administrator is appointed over its
assets.
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9. Effect of Termination
9.1 Termination or expiry of this Contract will be without prejudice to the
rights and liabilities of either BT or the Customer, which may accrue on
or up to the Termination Date.
9.2 Where BT terminates this Contract under Clause 8 (other than under Clause
8.1) or where the Customer purports to terminate before the Expiry Date
(other than under Clause 7), the Customer must pay the Termination
Payment.
9.3 The Termination Payment is calculated by taking the amounts payable under
this Contract up to the Expiry Date not received by BT on or before the
Termination Date less the aggregate of all credits due to the Customer
under Clause 5 prior to the Termination Date which have not been credited
to the Customer on or before the Termination Date and discounting these
amounts payable from the original Due Dates back to the Termination Date.
The discount rate used will be the 3-month Euro Interbank offered rate
quoted by Barclays Bank plc, London, at 11 am on the last business day of
the preceding month.
9.4 The Customer must pay the Termination Payment to BT within 30 days of the
date of BT's VAT invoice.
9.5 BT may charge interest calculated in accordance with Clause 3.3 if the
Termination Payment is not paid within 30 days of the date of BT's
invoice.
9.6 If, after payment by the Customer of the Termination Payment, BT, by using
its reasonable endeavours, shall secure another customer or customers for
the same capacity as that used for the Services for any part of the period
between the Termination Date and the Expiry Date, BT will pay to the
Customer a sum equivalent to the sum it obtains from the new customer(s)
less all of BT's reasonable costs and expenses incurred in the period from
the Termination Date to the Expiry Date.. For the avoidance of doubt, BT
shall not be obliged to secure such new customer(s) for the same capacity
as that used in the Service, unless BT has first contracted with customers
for all other available capacity within BT's Eurobird service available at
or after the Termination Date.
9.7 Where the Customer terminates this Contract under Clause 7 BT shall refund
to the Customer all advance payments made by the Customer in respect of
any period after the Termination Date.
9.8 In the event that the Customer exercises its rights pursuant to Clause
2.11, but subsequently the Customer or any Associate of the Customer
launches a similar service to such ceased Broadcast Service targeting the
UK DTH market within 5 years of the OSD ("the New Service") then the
Customer shall immediately become liable to pay to BT a termination charge
of ***** in respect of the Broadcast Service ceased pursuant to Clause
2.11 where the Customer or its Associate has not contracted with BT to
provide such New Service.
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10. Use and Assignment
10.1 The Customer may assign any rights or benefits under the Contract only
with the prior written consent of BT (such consent not to be unreasonably
delayed or withheld).
10.2 The Customer may permit a third party to use all or part of the Service
only with the prior written consent of BT. Such consent is not to be
unreasonably withheld or delayed. Prior to permitting such third party
use, the Customer must notify BT of the proposed party's name and the
proposed extent of their use of the Service. The Customer remains
responsible for all its obligations under this Contract including use of
the Service and payment of the Charges. BT may make reasonable additional
requirements of the Customer or the third party as a condition of its
consent for such third party use. Notification to BT or BT's consent does
not imply any approval by BT of the third party or its proposed usage.
10.3 BT may assign this Contract to a Company within the BT Group of Companies.
"Company within the BT Group of Companies" means BT or one of the
subsidiaries of BT as defined by Section 736 of the Companies Act 1985.
11. Force Majeure
11.1 If either BT or the Customer is unable to perform any obligation under
this Contract because of a matter beyond its reasonable control, including
but not limited to lightning, flood, exceptionally severe weather, fire,
explosion, war, civil disorder, industrial disputes (whether or not
involving their employees), satellite or launch failure or acts of local
or central Government or other competent authorities it will have no
liability to the other party.
11.2 The affected party must promptly give written notice to the other party on
commencement and on cessation of the Force Majeure event.
11.3 BT will pay a credit to the Customer calculated in accordance with Clause
5 for any period of Unavailability that is caused by an event of Force
Majeure.
11.4 If the Force Majeure event continues for a period of 60 days or more or
when it is agreed by both parties that such an event will continue for
longer than 60 days from the day it started either party shall have the
right to terminate this Contract without liability (save for the accrued
rights and obligations of the parties) upon giving seven (7) days written
notice to the other party.
12. Limitation of Liability
12.1 For the avoidance of doubt, BT has no obligation duty or liability in
contract, tort, for breach of statutory duty or otherwise beyond that of a
duty to exercise reasonable skill and care.
12.2 BT accepts liability under this Contract only to the extent stated in this
Clause 12, Clause 9.7 and Clause 5.
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12.3 BT does not exclude or restrict liability for death or personal injury
resulting from its own negligence.
12.4 Neither party is liable to the other in contract, tort (including
negligence or breach of statutory duty) or otherwise for loss (whether
direct or indirect) of profits, business or anticipated savings, or for
any indirect or consequential loss or damage whatsoever;
12.5 In any event BT's liability in contract, tort (including negligence or
breach of statutory duty) or otherwise arising by reason of or in
connection with this Contract or howsoever otherwise is limited to
(pound)1 million for any one incident or series of related incidents and
to (pound)2 million for all incidents in any period of 12 months.
12.6 Each provision of this Clause 12 is to be construed as a separate
limitation applying and surviving even if for any reason one or other of
the said provisions is held inapplicable or unreasonable in any
circumstances and shall remain in force notwithstanding termination of
this Contract.
13. Indemnity
13.1 The Customer must indemnify BT against any actions, proceedings, claims or
demands for loss or damages including death or personal injury in any way
connected with this Contract brought or threatened against BT by a third
party except to the extent that BT is liable to the Customer under this
Contract.
13.2 Without prejudice to the generality of Clause 13.1 the Customer shall
indemnify BT in the event of:
13.2.1 actual or alleged libel, slander, invasion of privacy or
infringement of copyright;
13.2.2 actual or alleged infringement of intellectual property rights
arising from use of the Service with facilities or services,
apparatus or systems not provided by BT for use with the Service;
13.2.3 use of the Service contrary to the provisions of this Contract;
13.2.4 claims relating to the quality or contents of the Broadcast
Service; or
13.2.5 claims relating to any actual or alleged failure, however caused,
to meet an obligation to any person to transmit the Broadcast
Service; or
13.2.6 any actions, proceedings, claims or demands connected with the
Service which are brought or threatened against BT due to BT
acting in accordance with the instructions of the Customer.
13.3 BT will promptly notify the Customer in writing of any claim to which the
indemnity in this Clause 13 relates and will:
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13.3.1 make no admission without the Customer's consent;
13.3.2 allow the Customer to conduct any proceedings or settle any claims
in each case at the expense of the Customer and must do so at BT's
written request; and
13.3.3 give to the Customer at the cost and expense of the Customer
reasonable assistance in connection with such proceedings.
14. Notices
14.1 Notices given under this Contract will be in writing and will be sent to
the address of the Customer or BT specified in Schedule 2.
14.2 All notices will be delivered by hand or sent by telex, facsimile or in
the United Kingdom, by registered post or by recorded delivery and outside
of the United Kingdom by registered airmail letter. All notices will be
deemed to have been received when delivered by hand or on the date on
which they would be received in the normal course of posting (if posted)
when the proper answerback code or confirmation is received by the sender
if sent by telex or facsimile.
15. Confidentiality
15.1 BT and the Customer will keep in confidence any information of a
confidential nature obtained under this Contract and will not divulge it
to any person (other than their employees who need to know the information
and subject to their employer making them fully aware of and causing them
to comply with the provisions of this Clause) without the consent of the
other party.
15.2 Clause 15.1 will not apply to:
15.2.1 information in the public domain otherwise than in breach of this
Contract;
15.2.2 information in the possession of the receiving party prior to its
disclosure to them under the terms of this Contract;
15.2.3 information obtained from a third party who is free to divulge it;
15.2.4 information which is independently developed by the receiving
party without any breach of confidentiality under this Contract or
otherwise; or
15.2.5 the disclosure of information as required by a court of law or
other competent authority.
16. Variations and Amendments
16.1 No variation, amendment or change to this Contract will be effective
unless contained in a document agreed by the parties and signed by their
authorised representatives.
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16.2 If the Customer wishes BT to modify the Service it must notify BT in
writing. If the proposed modification is acceptable to BT the parties will
negotiate the applicable terms and conditions in good faith.
17. No Partnership
Nothing in this Contract will give rise to any partnership between BT and
the Customer.
18. Severability
Any part of this Contract, which is determined illegal or invalid, will
not affect the legality or validity of the remainder.
19. Waiver
Any waiver by either party of a breach by the other party of any provision
of this Contract shall be limited to the particular breach and shall not
operate in any way in respect of any future breach, and no delay on the
part of a party to act upon a breach shall be deemed to be a waiver of
that breach.
20. Entire Agreement
This Contract governs the provision of the Service to the Customer to the
exclusion of all other written or verbal representations, statements,
understandings, negotiations, proposals or agreements including the
Contracts for Combined Compressed Uplink and Eurobird Space Segment
Services dated 31 October 2002 and 31 May 2003.
21. Proper Law and Jurisdiction
This Contract shall be governed and construed in accordance with the laws
of England and Wales and the parties agree to submit to the exclusive
jurisdiction of the English Courts.
22. Remote Adaptation
The creation supply and insertion of Conditional Access and EPG data
associated with the Broadcast Service ("Remote Adaptation") is the
responsibility of the Customer. To enable Remote Adaptation for the
Broadcast Service the Customer must enter into separate contracts with
other parties, currently British Sky Broadcasting Limited registration
number 02906991 ("BSkyB") and Sky Subscriber Services Limited registration
number 02340150 ("SSSL") for such provision. The Customer acknowledges
that BT has no liability to the Customer, BSkyB or SSSL under this
Contract for Remote Adaptation. Where damage or loss is caused to the
Broadcast Service by Remote Adaptation the Customer's obligations to BT
under this Contract are not affected.
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23. Contracts (Rights of Third Parties) Act 1999
The Parties to this Agreement do not intend that any term of this
Agreement should be enforceable, by virtue of the Contracts (Rights of
Third Parties) Act 1999, by any person who is not a Party to this
Agreement.
AS WITNESS these agreements the duly authorised representatives of the parties
have signed this Contract on the day and year stated on page 2 above.
Signed for and on behalf of the Customer
/s/ Andrew Wren
Signature
---------------------------------
Andrew Wren
Company Secretary
Signed for and on behalf of BT
/s/ John Beattie
Signature
---------------------------------
John Beattie
Director - Broadcast Sales
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SCHEDULE 1
THE SERVICE
The Service comprises the following:
PART A: USE OF BT COMPRESSION EQUIPMENT
BT will install, maintain and operate the BT Compression System at the Customer
Premises and the interface with the DVB ASI circuits (No: , which circuits are
provided by BT under separate agreement of even date).
Equipment
The BT Compression System will consist of the equipment shown in the table
below.
- --------------------------------------------------------------------------------
Equipment Number Part Number Manufacturer
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Encoders 8
- --------------------------------------------------------------------------------
Multiplexes 2
- --------------------------------------------------------------------------------
Input router 1
- --------------------------------------------------------------------------------
Output 1
- --------------------------------------------------------------------------------
router
- --------------------------------------------------------------------------------
Monitoring 2
- --------------------------------------------------------------------------------
IRD
- --------------------------------------------------------------------------------
Monitor 1
- --------------------------------------------------------------------------------
DVB TS 1
- --------------------------------------------------------------------------------
Monitor
- --------------------------------------------------------------------------------
The system will accept the Customer Signals as six SDI inputs. These inputs will
be compressed using a statistical multiplexing algorithm to a combined rate of
19Mbit/s by a 2 for 6 encoding and a 1+1 multiplex system.
The system will include a manual patch panel for use in restoring the service in
the event of failure of routers or switchers.
The 19Mb/s multiplex will be sent over channel 0 on circuit [ ] to the
International Gateway for onward transmission and uplink to the Eurobird
satellite as further detailed in Part B and C of this Schedule 1.
Installation and Commissioning
BT will manage the installation of the multiplex system to ensure it is
delivered in a high quality and timely manner. We will appoint a project manager
to act as the interface with the Customer during the installation and ensure
project milestones are achieved.
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The project manager will also work with the Customer to develop the optimal
configuration and alignment as set out above for the multiplex and commission
the system to that configuration.
Maintenance/Ongoing Support
In the event of any fault with the multiplex or DVB ASI circuits the Customer
should contact BT Tower Customer Service Centre as described in Schedule 3. BT
will provide support through BT's remote management equipment to resolve any
fault.
The Customer will be expected to provide `Remote Hands' support under the
direction of BT Tower staff including:
o Power Cycling equipment.
o Reading front panels or viewing TV monitor and reporting
observations.
o Entering commands through front panel controls.
In the event that BT cannot resolve a fault with the multiplex equipment
remotely, on site support will be provided within 4 hours from the time it is
requested. The target repair time is 4 hours from the arrival of on site
support.
In the event that the Customer requires any changes to the configuration of the
multiplex BT will use all reasonable endeavours to provide on site support as
soon as reasonably possible.
PART B : SPACE SEGMENT
Space Segment Operator Eutelsat (or such other entity or
successor to which its rights and
obligations to provide capacity in the
Satellite and to operate the Satellite may
in future be transferred or devolved).
Satellite Eurobird (or as may be replaced from time
to time by the Space Segment Operator).
Satellite Location 28.5(degree)E
Minimum Transponder EIRP 53dBW, over Zone 1.
over the Transmit Service 51dBW, over Zone 2 (see note below).
Area
Space Segment pre-emption Non-preemptible
Status
Note: The Transmit Service Area is defined by two zones - Zone 1 and Zone 2,
each of which are defined by a list of towns/countries towards which the minimum
EIRP of the saturated transponder shall be provided for a single carrier at
transponder centre frequency. The lists of towns/countries for Zone 1 and Zone 2
are attached at Annex 2.
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Downlink coverage maps showing the expected EIRP contours of the Transmit
Service Area are attached at Annex 1. The coverage map is provided for the
Customer's general information and does not represent the actual Satellite
performance requirements.
The coverage maps are only an estimate of such performance requirements and BT
shall not be liable for any damage or loss sustained by the Customer as a result
of the Customer's reliance on this coverage map. The coverage maps do not show
the effect of satellite beam pointing errors.
PART C : EARTH SEGMENT
The Earth Segment Facilities comprise the following:
(i) BT Compression System at the Customer Premises.
(ii) Reception of the incoming Compressed Channels at the International Gateway
(iii) A Tandberg adaptation system. The multiplex system shall aggregate
compressed channels including the Customer's Compressed Channels into a
single multiplex stream.
(ii) a main and standby DVB/ASI compliant terrestrial link is used to transmit
the multiplex stream from the International Gateway to the BT uplink earth
terminal.
(iii) the multiplex stream is uplinked to the Space Segment Facilities via
transmit capacity in a Space Segment Operator approved uplink earth
terminal with shared redundancy facilities operating on a 1 for N basis
(where N does not exceed 8). The redundant transmit chain shall
automatically switch into service and be configured to restore a failed
transmit chain.
PART D : RADIO FREQUENCY PARAMETERS
The following radio frequency (RF) parameters apply :
Modulation Type : QPSK
Forward Error Correction : 2/3 rate
Transmitted Symbol rate : 27.5 Msym/s
Total bit rate for the Service : Minimum 16Mbit/s - maximum 19Mbit/s in
accordance with Clause 2.10
Total number or Compressed Channels : 6
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Compressed Channel rate : A minimum of [ ] and a maximum of
[ ] varying between the minimum and
maximum as defined within the
statistical multiplex for each
Compressed Channel. The Compressed
Channel rate includes capacity for
video, audio channel(s), data channels
(if any), teletext, Reed Solomon
coding, EPG, CA and service
information data.
Number of Audio Channels : Up to four mono or two stereo audios
using MPEG1 layer 2 compression.
Audio Channel Data Rate : 128kb/s may be set as required
Teletext : [ ]
Original Network ID : 02 (Hex)
Network ID : 02 (Hex)
Transport Stream ID : [To be advised on commencement of
service ]
Service ID : [SI ID's are allocated per channel ]
Downlink Frequency : In the range 11450.00MHz to
11700.00MHz
Downlink Polarisation : H or V
E. DEGRADATION OF SERVICE / BIT ERROR RATE
Degradation of the Service is deemed to have occurred when the bit error rate is
greater than [1 in 10(3)] when monitored under clear sky conditions by means of
a TVRO with a nominal G/T of 14dB/K and an L-band satellite receiver at BT
London Teleport.
F. SPECIFICATIONS AND LIMITATIONS OF CUSTOMER SIGNALS
The Customer Signals must comply with the following Specifications:
A.
1. VIDEO SIGNALS
Serial Digital Component Video 625 lines, 50 fields at 270Mbit/s
conforming to ITU BT-R601 and ITU BT-R656.
2. AUDIO SIGNALS
Embedded in Video Signal (as above) conforming to SMPTE 272M.
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3. SIGNALS CONTAINED IN THE FIELD BLANKING INTERVAL
World Standards Format.
or
B.
A NON ENCRYPTED DVB COMPLIANT ASI TRANSPORT STREAM (REFERENCE ETR 211 AND
ASSOCIATED IMPLEMENTATION GUIDELINES) WHICH MAY CONSIST OF AUDIO, VIDEO AND
ASSOCIATED DATA.
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ANNEX 1
Downlink Coverage of EuroBird 1 steerable beam 1
Service may be provided in either of the coverage maps shown below at BT's
discretion. The Customer should not rely on the information contained in this
coverage map. BT shall not be liable for any damage or loss sustained by the
Customer as a result of the Customer's reliance on this coverage map.
Steerable Coverage
EUROBIRD at 28.5(degree) East Steerable 1 Downlink Coverage
Fixed Coverage
Service will be provided at a level 4dBW lower than the amounts shown below.
EUROBIRD at 28.5(degree) East Fixed Downlink Coverage
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ANNEX 2
Table 1 to Annex 2
Transmit Service Areas
Zone 1 (52 dBW EIRP transmit)
---------------------------------------------------------
England, East of 4(degree) West
Scotland, South of 56(degree) North
Wales
Copenhagen (Denmark)
Germany
---------------------------------------------------------
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Table 2 to Annex 2
The following table shows the expected dBW EIRP transmit performance of the
Satellite for each of the countries listed. This table 2 is provided for the
Customer's general information and does not represent the actual Satellite
performance requirements.
This table 2 is only an estimate of such performance requirements and BT shall
not be liable for any damage or loss sustained by the Customer as a result of
the Customer's reliance on this table 2.
--------------------------------------------------------
Austria - 50dBW
Belarus - 35dBW
Bosnia & Hercegovina - 45 dBW
Croatia - 41dBW
Estonia - 37dBW
Iceland - 46dBW
Ireland - 49dBW
Latvia - 40dBW
Lithuania - 41dBW
Norway - 46 dBW
Russia - 34dBw over Moscow
Serbia and Montenegro - 40dBW
Slovenia - 50dBW
Switzerland - 5ldBW
--------------------------------------------------------
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SCHEDULE 2
CHARGES AND OTHER FINANCIAL MATTERS
Service OSD : 17th May 2004
Service Expiry Date : 16th May 2009
Charge : (i) The Charge for the Service whilst
using the basic 16Mbit/s of capacity
shall be ***** for the period from 17
May 2004 to 16 June 2004 and at the
rate of ***** for each 12 months from
17 June 2004 to the Expiry Date, save
for the period from 1 August 2005 to
31 August 2005 when the Charge shall
be reduced by ***** to ****** .
(ii) In the event that the Customer
increases the total bit rate for the
service in accordance with Clause
2.10 then the additional Charges
shall be at the rate of ***** per
Mbit (i.e. for the avoidance of doubt
a total of ***** added to ***** for a
total bit rate of 19Mbit/s).
Payment Method and : Citibank N.A.
Bank Account 366 Strand
London
WC2R 1HB
United Kingdom
Account Number 8060479
Swift CITIGB2L
Address for Notices to BT : Senior Business Manager
British Telecommunications plc
Broadcast Services
pp 523 S South Block
London Telecom Tower
60 Cleveland Street
London W1T 4JZ
Tel: +44 20 7432 5277
Fax: +44 20 7432 5297
Address for Notices to the
Customer : The Company Secretary
Playboy TV UK/BENELUX Limited
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Aquis House
Station Road
Hayes
Middlesex
UB3 4DX
Tel: +44 (0) 20 8581 7000
Fax: +44 (0) 20 8581 4090
Customer Reference Number : [To be advised on commencement of
service]
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SCHEDULE 3
FAULT REPORTING PROCEDURES
The Customer will promptly report any fault to the BT Tower Customer Service
Centre on the following numbers (available 24 hours a day / 7 days per week):
Telephone: 0800 671 847 (from the UK)
+44 (0) 207 432 5548 (from outside the UK)
Fax: +44 (0) 207 580 1815
(These numbers should also be used for other operational issues).
BT will log the fault and give the Customer a reference number.
Please Note: If BT has identified a fault with the Service it will log the fault
and also issue a reference number.
The parties agree that the time recorded in the Fault Reporting Log following a
fault report from either BT or the Customer is used for timing any
Unavailability of the Service.
The Customer Contact Points (for Operational/Fault Reporting purposes) are as
follows:
John Lally
Head of Technical Services
Telephone: 020 8581 7004
Fax: 020 8581 7022
09:00 - 18:00
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SCHEDULE 4
SPECIFICATION OF CUSTOMER'S PREMISES
1. Equipment Racks
BT will require space within five racks at the Customer's Premises,
occupying a floor area of 600mm width by 700mm depth. The rack will be
approximately 2.2 metres in height.
2. Accommodation
Accommodation provided by the Customer must comply with the following: -
Dry dust free and well ventilated environment.
An ambient temperature in the range 15(degree) C to 25(degree) C and
humidity to be less than 80%.
Satisfactory enhanced lighting to be provided where no natural light is
available.
Floor area to be level with at least 780mm space available to at the front
and rear of the rack to allow access.
Adequate fire precautions to be in place to comply with HASAWA (1974).
3. Power requirements
It is the Customer's responsibility to install mains power cabling to the
cabinet. One 240VAC mains supply from a protected source is required at
the equipment rack (to be fused at 10 amps).
A suitable isolating device is to be fitted as required by the Electricity
at Work Act. The power cable is to be run to the rack and left coiled at
the rack for termination to the Equipment. Allow approximately 3 metres
for this.
Earthing
The Customer shall provide a technical earth with resistance of less than
2 (OMEGA).. The earth feed is to be routed to the rack and left coiled at
the rack for termination by the BT engineer. Allow approximately 3 metres
for this.
4. Trunking
The Customer shall provide all necessary trunking and any holes required
in external walls to allow access for cable lead-ins, or in internal walls
for cable runs.
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5. Interface
The BT-Customer interface is to be 75(OMEGA) female BNC connectors
situated on the BT Network Terminating Equipment.
6. Timescales
All the above specifications must be provided by not less than 3 weeks
prior to the Commencement Date.
7. Access
The Customer shall provide unrestricted access to Customer's Premises for
BT from not less than 60 working days prior to the Commencement Date
during the following periods: -
Monday to Friday inclusive : from 09.00 to 17.00
Saturday and Sunday : from 09.00 to 17.00
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