Hotels UK...* MTV+1 can only be shown if MTV is also shown. ^MTV Music can only be shown if all other MTV channels are also shown ... scalable and purpose-built solution for Hotels

A Star is Born

Hotels UKPackage & Pricing

SB/PP/HSSUK/0319M019 MAWW

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Keep your guests happy with the ultimate mix of sport, entertainment and news in stunning HD,

whilst Sky’s exclusive deals with the six big Hollywood studios means guests can watch certain

blockbusters at least one year before they can watch them on other subscription movie channels.

Sky Sports brings your business the best sporting action across 10 dedicated Sky Sports channels,

ensuring you, your guests and your business benefit from an outstanding live sport experience all

year round.

> 128 Premier League games, with even more next season as a new deal sees

Sky Sports remain as the home of the Premier League until 2022

> 132 EFL games, as well as 15 live matches from the Carabao Cup

> SPFL, including up to 4 Old Firm SPFL games

> Every England, Scotland, Northern Ireland and Ireland UEFA Nations League

game exclusively live, plus every Wales game live

> International rugby with all 4 of England’s World Cup warm-up games live

> All 4 Golf Majors including The Masters and the Open Championship live

> Every F1® race weekend exclusively live

> International cricket with the ICC Cricket World Cup exclusively live, the

2019 Ashes series, plus every England home Test match, ODI and T20

3 4

We offer 2 solutions to meet your hotel and guest needs. Both solutions are easy to manage and easy to use.

Sky In-RoomSky In-Room gives your guests the home-from-home experience with their own SkyHD box in each hotel room.

> Put your guests in control of what they want to watch with Sky’s familiar channel line-up and Programme Guide

> The Sky In-Room box is small and discreet to fit in with room design and layout

> Sky remotes are compatible with a range of TV suppliers and hospitality platforms

Sky TV for Hotel Rooms

You must take a Channel Package in each of your Hotel Rooms. HD channels included are dependent on your underlying package. Compatible HD Ready TVs required.* MTV+1 can only be shown if MTV is also shown. ^MTV Music can only be shown if all other MTV channels are also shownSky Select: Number of channels you can show from your chosen Pack depends on number of blades provided in Sky Bright Box - see page 5 for details.The F1 Logo, F1, FORMULA 1, FIA FORMULA ONE WORLD CHAMPIONSHIP, GRAND PRIX and related marks are trademarks of Formula One Licensing BV, a Formula One group company. All rights reserved.

What’s in each Mix

Channel Packs for Hotel Rooms

Choose from four great channel packs, each in stunning HD.

PACKINCLUDEDINCLUDED

Ent.MixPACK

INCLUDED1PACK

INCLUDEDINCLUDED

Ent.Mix


SportsMixPACK

INCLUDED2PACK

INCLUDEDINCLUDED

Ent.Mix


CinemaMixPACK

INCLUDED3PACK

INCLUDEDINCLUDED

Ent.Mix


SportsMix


CinemaMixPACK

INCLUDED4

The below is just a selection of channels you can enjoy with Entertainment Mix.Call us for a full list of channels in your subscription including HD channel availability PACK

INCLUDEDINCLUDED

Entertainment Mix


Sports Mix

PACKINCLUDED


Cinema Mix

PACKINCLUDED

PACKINCLUDED

PLUS GET ACCESS TO OVER 200 FREE TO AIR CHANNELS

Music

News & Events

Kids

Variety

Documentary, Lifestyle & Culture

Add the SKY ASIA PACK for an additional £10 to complete your package £10(ex VAT) per monthSky Asia Pack includes Sony TV, Sony MAX, Zee TV, Zee Cinema, B4U Movies & Living Foodz

Sky SelectSky Select is the new, simple way to deliver a tailored channel line-up from one centralised location, meaning no need for any Sky equipment in your hotel rooms.

> Pick up to 96 premium satellite channels, including your favourite Sky channels, with 7 in HD as standard

> Choose to add hundreds of Freeview and foreign channels

> Swap channels in or out, whenever you like to suit your guests’ needs

Sky Select is powered by the Sky Bright Box, a reliable, scalable and purpose-built solution for Hotels.

> Integrated Welcome Channel you control - just add your content

> Compatible with both coax and IP network cabling

> Remote monitoring to simplify maintenance and management

2

*

^

65 7

Sky TV for Hotel Bars

See page 11 for a list of channels which have restricted viewing. Call us for a full list of channels available. Separate SkyHD box(es) and installation costs apply for Hotel Bars. The F1 Logo, F1, FORMULA 1, FIA FORMULA ONE WORLD CHAMPIONSHIP, GRAND PRIX and related marks are trademarks of Formula One Licensing BV, a Formula One group company. All rights reserved.

* Stand alone Sky Sports Racing, Racing TV, Racing Pack and BoxNation packages are available. Call for details. Minimum term for BoxNation is 3 months. Minimum term for Racing TV and Sky Sports Racing bought on a stand alone basis is 12 months. If bought with Sky Ultimate, you must give 90 days’ notice to cancel, unless you are also cancelling your Sky Ultimate agreement, in which case your contract with Racing TV, Sky Sports Racing or BoxNation will end at the same time as your Sky Ultimate agreement. Racing TV and BoxNation Channels: Sky acts as a sales agent for Racing TV and BoxNation. Your contract for these services is with RMG Operations Limited or Boxing Channel Media Limited respectively, and is a separate agreement.

Sky Ultimate

Premium Sports Channels

Also including:

Entertainment ChannelsSave money on Sky

Save up to 30% with Molson CoorsGet a discount off your monthly

Sky Ultimate subscription

when you switch to our partner

Molson Coors’ (UK) brands.

Sky TV/Molson Coors (UK) Offers: Only available to independent and certain leased and tenanted licensed premises in England and Wales who subscribe to Sky Ultimate and comply with Molson Coors (UK) terms, including applicable volume commitments and 12 month minimum term (excludes Group customers, Scotland, Northern Ireland, Channel Islands and Isle of Man). Discount of up to 30% available off Sky Ultimate England & Wales. Minimum 12 month terms and payment via direct debit required for Sky Ultimate. Box and set up costs may apply. Scotland Independent offer: Discount of up to 30% available. Minimum 12 month term for Sky Ultimate and Molson Coors (UK) products apply. Must purchase drinks directly, or through a Molson Coors (UK) authorised route to market and continually stocks draught Carling and at least 2 other draught brands. For more information and full terms and conditions visit www.molsoncoorssky.co.uk.

Racing Pack

BoxNation Sky Sports Box Office

*

*

*

Sky Sports Racing and Racing TV can be subscribed to separately. Call 08442 411 611 for details.

*

Additional Sky TV Products

Available as a pay-per-view service, content will vary. Please call for details.

Hotel Rooms Package & Pricing

Sky Bright Sky Bright Box Box Launch OfferCoax BoxDVB-T/T2 Receiver BladeSatellite Receiver Blade (supports 7 Sky channels) £11,500 FREEDVB-T Output Blade (supports up to 24 Sky channels)^ 2 power supplies

IP BoxDVB-T/T2 Receiver Blade

£9,500 FREESatellite Receiver Blade (supports 7 Sky channels) 2 power supplies

Additional Satellite Receiver Blade (supports 8 Sky channels) £1,500 £500

Additional DVB-T Output Blade (supports 24 Sky channels) £2,000 £750

LG Set Back Box £140 £140

Sky Hotel Remote (compatible with Sky Bright Box) £12 £12

FREE Box*

FREE Box*

Equipment pricing may vary if purchased from third party system integrator or reseller. Installation costs apply. Compatible HD ready TVs required.^Output blade capacity depends on the amount of Freeview channels selected.* Sky Bright Box Launch Offer – Equipment Loan Only available for limited company operating hotel with 50 or more Rooms taking Sky Select Channel Pack 4 in 100% of Rooms for a 36 month minimum term. Sky Select must be activated before 30 June 2019. You will receive a free loan of the Sky Bright Box (including 1 Satellite Receiver Blade, and, for Coax Box only, 2 DVB-T Output Blades) and two additional Satellite Receiver Blades for the duration of the 36 month minimum term. Additional blades can also be loaded on a loaned basis at the then current standard loan rates available from Sky. Title in the loaned equipment remains with Sky.

Sky Bright Box Pricing


Ent.Mix


SportsMixPACK

INCLUDED


Ent.MixPACK

INCLUDEDChannel Pack 1

Channel Pack 2

Channel Pack 3

Channel Pack 4

£7.00

£13.50

£13.50

£21.00PACKINCLUDEDINCLUDED

Ent.Mix


CinemaMixPACK

INCLUDED


Ent.Mix


SportsMix


CinemaMixPACK

INCLUDED

Sky In-Room & Sky Select Pricing Prices shown are per Room per month.

Sky In-Room:£106 minimum monthly price applies per hotel premises. All prices stated ex VAT. 12 month minimum term applies. You must take a Channel Package in each of your Hotel Rooms. HD channels included are dependent on your underlying package. HD ready TV, connected by HDMI required for HD viewing. HD Pack required for HD Viewing.

Sky Select:£150 minimum monthly price applies per hotel premises. All prices stated ex VAT. 36 month minimum term applies. You must take a Channel Package in each of your Hotel Rooms.

Hotel Bars Package & PricingYour pricing will be calculated by the number of Hotel Rooms in your Hotel Premises and whether you are offering Sky in your Hotel Rooms or not. Identify your band, then follow it down for the pricing options for your Hotel Bar and any additional products you add on.

Subscription rates per month (excluding VAT)

BAND A B C D E F G H I J K L

Number of Rooms

Hotel Bar Only with no Sky in Hotel Rooms

Racing Pack

SS Racing

Racing TV

1-5 6-10 11-15 16-20 21-25 26-30 31-35 36-40 41-45 46-50 51-60 61-70

£327 £344 £359 £384 £449 £507 £564 £622 £679 £737 £821 £929

£8.50 £11.50 £14.50 £17.50 £22 £27 £31 £34 £37 £39 £40 £44

£6.50 £8.50 £10.50 £12.50 £14.50 £17.50 £22 £24 £26 £27 £28 £29

£6.50 £8.50 £10.50 £12.50 £14.50 £17.50 £22 £24 £26 £27 £28 £29

(SS Racing & Racing TV)

BAND M N O P Q R S T U V W

71-80 81-90 91-100 101-110 111-130 131-160 161-200 201-300 301-600 601-900 >900

£1,038 £1,152 £1,268 £1,382 £1,477 £1,540 £1,590 £1,650 £1,852 £2,041 £2,143

£49 £50 £52 £55 £58 £59 £61 £63 £67 £70 £71

£31 £32 £33 £35 £37 £38 £39 £40 £44 £47 £48

£31 £32 £33 £35 £37 £38 £39 £40 £44 £47 £48

Number of Rooms

Hotel Bar Only with no Sky in Hotel Rooms

Racing Pack

SS Racing

Racing TV

(SS Racing & Racing TV)

Subscription rates per month (excluding VAT)

BAND A B C D E F G H I J K L

Number of Rooms

Sky Ultimate with Sky Sports in Hotel Rooms

Sky Ultimate without Sky Sports in Hotel Rooms

Racing Pack(SS Racing & Racing TV)

SS Racing

Racing TV

1-5 6-10 11-15 16-20 21-25 26-30 31-35 36-40 41-45 46-50 51-60 61-70

£139 £155 £170 £186 £199 £205 £212 £217 £223 £231 £237 £243

£189 £205 £220 £245 £310 £367 £426 £483 £540 £598 £681 £789

£9.50 £12.50 £15.50 £18.50 £23 £28 £32 £35 £38 £40 £42 £46

£7.50 £9.50 £11.50 £13.50 £15.50 £18.50 £23 £25 £27 £28 £29 £30

£7.50 £9.50 £11.50 £13.50 £15.50 £18 £23 £25 £27 £28 £29 £30

BAND M N O P Q R S T U V W

71-80 81-90 91-100 101-110 111-130 131-160 161-200 201-300 301-600 601-900 >900

£250 £261 £273 £287 £297 £310 £321 £333 £344 £359 £369

£898 £1,014 £1,129 £1,244 £1,337 £1,401 £1,451 £1,494 £1,538 £1,571 £1,622

£49 £50 £52 £55 £58 £59 £61 £63 £67 £70 £71

£32 £33 £34 £36 £38 £39 £40 £42 £46 £47 £48

£32 £33 £34 £36 £38 £39 £40 £42 £46 £47 £48

Number of Rooms

Sky Ultimate with Sky Sports in Hotel Rooms

Sky Ultimate without Sky Sports in Hotel Rooms

Racing Pack(SS Racing & Racing TV)

SS Racing

Racing TV

To be eligible for the “with Sky in Hotel Rooms including Sky Sports channels” Hotel Bar package, you must take a channel package including the Sports Mix via Sky In-Room and/or Sky Select in all of your Hotel Rooms.

Hotel Bar – pricing if you are taking Sky in your Hotel Rooms Hotel Bar Only – pricing if you are not taking Sky in your Hotel Rooms

Sky TV pricing

8 9

11

Important informationPlease read carefully the following important terms of this Hotel Bars UK, Sky Select Hotels UK and Sky In-Room UK Service Agreement. The restrictions and information set out form part of the Agreement between you and Sky.

HOTEL BARS UK, SKY SELECT HOTELS UK AND SKY IN-ROOM UK SERVICES

1. What is this Subscription Agreement about?

This Agreement enables you to receive Sky’s service at the Hotel Premises and distribute that service to the Hotel Rooms and/or Hotel Bar, depending on your choice of package.

2. What is a Hotel?

In this Agreement:

“Hotel” means a hotel, motel, guest house, boarding house and any establishment similar to any of the foregoing where the primary purpose of the establishment is to operate as a hotel offering bedroom or apartment accommodation for paying guests, excluding Serviced Apartments. Sky shall have discretion in determining whether any premises falls within the definition of “Hotel”;

“Rooms” means (i) bedrooms for guests or staff in the Hotel Premises; and (ii) offices or similar rooms used for business purposes in the Hotel Premises and which contain a television set or screen on which the Channels can be seen and/or heard, pursuant to this Agreement such rooms not being accessible to the public.

3. How long does each Subscription Agreement last?

Unless varied by the terms and conditions of any promotional offer made to you by Sky, the Sky Select 36 month Agreement will last for at least 36 months and the Hotel Bar and Sky In-Room 12 month Agreement will last for at least 12 months (the Minimum Term), unless you or we end it earlier for one of the reasons given in Condition 17 of the Sky Subscription Agreement. Condition 17.1 (a) of the Sky Subscription Agreement and Condition 8.1 of the Sky Group Subscription Agreement (excluding Pubs and Clubs) will not apply and you must give us no less than 90 days written notice to terminate your Agreement, such termination to take effect no earlier than the conclusion of the Minimum Term.

Condition 17.7 of the Terms and Conditions Booklet provides that if the Sky Select Hotels Agreement or Sky In-Room Agreement of any Bar Customer is terminated for any reason whatsoever, at Sky’s sole discretion the Hotel Bars Agreement shall either (i) terminate automatically at the same time as the Sky Select Hotels Agreement or Sky In-Room Agreement or (ii) continue until terminated by either Party and Sky shall be entitled to charge you the then current price for the Bar service received.

4. What do I have to do to be a Sky Business subscriber?

If you are an individual, you must be 18 or over. You must have the authority to enter into this Agreement in respect of the Hotel Premises set out in your Contract Form.

5. Is this the right Agreement for my business?

If you are a Hotel in the UK, Isle of Man or Channel Islands and you wish to distribute Sky’s service to your Rooms via the Sky Bright Box or via Sky In-Room Service; then these are the right Agreements for you. If not, then you can obtain the correct Agreement by calling 08442 411 611. Under these Agreements, your Hotel Premises must be in the United Kingdom of Great Britain, including Northern Ireland, Channel Islands or Isle of Man (the “Territory”, as defined in the Terms and Conditions Booklet). The

Viewing Card(s) and any Sky Pro-Cam(s) (if applicable) which you will be sent are authorised for use only within the Territory. Use of the Viewing Card(s) or the Sky Pro-cam(s) outside of the Territory is strictly prohibited. Sky In-Room finance not available in Channel Islands, Isle of Man, Scottish Highlands & Islands

6. Will prices rise during the Minimum Term?

We are allowed to increase your subscription pricing at any time on giving you at least 30 days notice. Subscription payments for the Sky Select 36 month Agreement are subject to an annual increase in RPI. Section 17.1(b) of the Sky Subscription Agreement is amended for that particular Agreement to give the Customer the right to terminate the Agreement during the Minimum Term where the increase in subscription pricing in accordance with Condition 7.3 of the Sky Subscription Agreement is greater than the annual increase in the Retail Price Index over the 12 month period preceeding the price rise notification.

The Charges will also change if your Service changes. You will immediately pay the current price for that new Sky Select Hotels Service or Sky In-Room Service. We can also change the pricing structure by giving you such notice.

7. Will the Service change during this Agreement?

The Channels that Sky offers may be varied from time to time during the Term of the Agreement. You must observe all restrictions on exhibition of the Service set out in this Agreement or that are otherwise notified to you by Sky from time to time. This includes new or amended restrictions on the viewing of channels or particular programmes at the Premises.

8. Why do businesses have to have a separate contract with Sky?

Sky Business is intended to meet the requirements of businesses and other commercial organisations. Our range of contracts enable businesses to show Sky programming to entertain their customers and/or inform their employees. Showing Sky programming outside of the Subscriber’s home breaches the terms and conditions of the normal Sky domestic subscription, so that Agreement must not be used by businesses.

9. Where can I show Sky in my Hotel?

Certain channels are only provided to you for viewing in non-communal areas at the Premises (i.e. Rooms). Communal areas include bars, lobbies, gyms, meeting rooms, reception areas, restaurants etc. As at the date of print, the channels restricted to non-communal areas include: Sky Arts, Sky Atlantic, G.O.L.D, Alibi, Watch, Dave, Chelsea TV, Sky Cinema Channels and Sky Cinema Disney. You must ensure that none of these channels are shown in communal areas.

10. What High Definition channels will I receive as part of the HD Pack?

When you subscribe to the HD Pack the channels you receive will be dependent on whether your underlying channel package contains the equivalent standard definition channel. Not all standard definition channels are available in HD.

10

We take illegal use of our programming very seriously because it’s

important to ensure our legitimate Sky subscribers are not left

short changed.

The only legal way to show Sky Sports programming in Licensed

premises in mainland UK is through a valid commercial viewing

agreement from Sky Business.

The pint glass icon and Sky licenceLegitimate Sky Business commercial subscribers receive a Sky

licence to display in their window and will also see a pint glass

icon appear on their TV screen from time-to-time. The lack of

either of these can reveal who is showing Sky illegally.

What action do we take against businesses showing Sky Sports illegally?We have established field teams to actively detect unauthorised showing of Sky Sports. This

illegal activity can result in licensees being fined, having to pay legal costs and/or losing their

personal licence. If you know of a venue screening Sky Sports illegally, call the Sky Business team

on 08442 411 611 or visit www.pubpiracy.com

Unauthorised foreign broadcastingLicensees who broadcast Premier League matches via unauthorised

foreign channels to the public risk having legal action taken against them

for infringing the Premier League’s copyright.

If you know of a business showing Premier League matches via a foreign

satellite system, you can report this directly to the Premier League’s

appointed investigation agency, ID Inquiries, on 0845 371 9090.

Protecting your investment in Sky Sports

1312

Important information continued Notes

1. Which combinations of Channel package can I take in my Hotel Rooms?

You are able to take a combination of Channel packages via Sky In-Room and/or Sky Select provided you distribute a Channel package in all your Rooms. You are able to take different Channel Package Options for different Rooms via the Sky In-Room Service, whilst for Sky Select your chosen option will apply to all of the Rooms receiving the Sky Select Service.

2. How am I eligible for the ‘with Sky Sports channels in hotel rooms’ Hotel Bar package?

To be eligible for the “with Sky in Hotel Rooms including Sky Sports channels” Hotel Bar package, you must take a channel package including the Sports Mix via Sky In-Room and/or Sky Select in all of your Hotel Rooms.

3. What if I also want to show Sky in my hotel gym, meeting rooms or reception?

If you wish to show Sky in your Hotel gym, meeting room or reception you will need to complete a different agreement for those areas. Please call us on 08442 411 611 for more information on this.

4. Sky Select Hotel Service - Is there a minimum charge?

There is a minimum charge for Rooms of £150 ex VAT per month per hotel premises. See Condition 7.17 in the Terms and Conditions Booklet for more details of this minimum charge. You must be a limited company if you are receiving a loaned Sky Bright Box.

Eligibility subject to credit checks. You must get any consents required. Further terms apply.

5. Sky In-Room Service – Is there a minimum charge?

There is a minimum charge of £106 ex VAT per month per hotel premises. The Sky In-Room service is available to customers who take or are eligible to take Sky TV on a Hotel UK Sky In-Room Agreement with a minimum of 5 Hotel Rooms. You must take a package in each of your hotel Rooms. All prices stated ex VAT. Eligibility subject to credit checks. You must get any consents required. Further terms apply.

6. What are my responsibilities in respect of Sky Cinema Channels?

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

SKY SELECT HOTELS UK and SKY IN-ROOM UK SERVICES

SB/PP/HSSUK/0319

Joining Sky is simple

Read the information:

> Package & Pricing Flyer

> Terms & Conditions

Then call us on 08442 411 611 and we can sign you up over the phone or we can send out one of our Account Managers to help you find the best Sky package for your hotelCalls to Sky cost 7p per minute plus your provider’s access charge.

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

COMPLETING YOUR CONTRACT FORM

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

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

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

Sky BusinessPO Box 1805, Livingston, West Lothian, EH54 7XG

or via email at [email protected]

4. If you have any questions please call us on 08442 411 611. (Calls to Sky cost 7p per minute plus your provider’s access charge.)

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

Your Contract

Hotels Sky Select UK

08442 411 611sky.com/business

SB/CF/SKYSLCTUK/0119M019 MAWW

1a. DETAILS OF THE CUSTOMER

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

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

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

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

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

Premises Name nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnContact at Premises nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnAddress nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn

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

Premises Name nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnContact at Premises nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnAddress nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn

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

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

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

CONTRACT FORM

SB/CF/SKYSLCTUK/0119

1 – Your details


To be eligible for the “with Sky in Hotel Rooms including Sky Sports channels” Hotel Bar package you must take a Channel Pack including the Sports Mix via Sky Select in all of your Hotel Rooms.


CONTRACT FORM

2a. HOTEL ROOMS

Total number of Rooms subscribing to Hotel Rooms Sky Select Service nnnnnTotal number of TVs nnnnn

n I confirm that the existing TVs are compatible with Sky Select

Please insert the make and model of your hotel TVs here:

Total number of channels selected nn

2 – Your Sky Select Contract

TICK TO SELECT CHANNEL

Number of channels you can show from your chosen Channel Pack depends on number of blades you select for your Sky Bright Box. There is a minimum charge of £150 ex VAT per month. See Condition 7.17 in the Termsand Conditions Booklet for more details of this minimum charge. RESTRICTIONS *These channels MUST NOT be exhibited in any communal areas of the Premises (e.g. Hotel gym, reception rooms, meeting rooms,restaurants, lobbies, bars etc). ^MTV+1 can only be shown if MTV is also shown. •MTV MUSIC can only be shown if all other MTV channels are also shown. †Sky Asia Pack subscription required.

ENTERTAINMENT MIXSky NewsSky OneSky TwoSky Arts*Sky Atlantic*Sky News ArabiaSky WitnessAlibi*Animal Planet BabyTVBoomerangCartoon Network Cartoonito Club MTVComedy Central Comedy Central Extra Crime + InvestigationDave*Discovery Channel Discovery History Discovery ScienceDiscovery TurboDisney Channel Disney JuniorDisney XD DMAX GOLD*History ChannelHome & Health

LifetimeMovies 24MTV^MTV BASEMTV CLASSICMTV HITSMTV MUSIC•

MTV ROCKSNat Geo WildNational Geographic ChannelNickelodeonNick Jr.Nick Jr. TooNick Toons PBS AmericaSTAR GoldSTAR PlusSyFyUniversalVH1W*SKY ASIA PACKSony TV†Sony Max† Zee TV†Zee Cinema†Living Foodz†B4U Movies†

SPORTS MIXSky Sports News Sky Sports Main Event Sky Sports Premier LeagueSky Sports FootballSky Sports CricketSky Sports GolfSky Sports F1Sky Sports ArenaSky Sports ActionSky Sports Mix Sky Sports RacingRacing TVBritish EurosportBritish Eurosport 2Chelsea TV*Liverpool FC TVMUTVCINEMA MIX*Sky Cinema Drama*Sky Cinema Comedy*Sky Cinema Action*Sky Cinema Select*Sky Cinema Greats*Sky Cinema Thriller*Sky Cinema Sci-Fi*Sky Cinema Family* Sky Cinema Premiere*Sky Cinema Hits*Sky Cinema Disney*



2b. YOUR SKY SELECT PACKAGE CHOICE

2c. YOUR SKY SELECT CHANNEL CHOICE FOR HOTEL ROOMS

Please complete this section to indicate the Channel Packs you wish to subscribe to in your Hotel Rooms. You must take the Entertainment Mix. Please indicate which channels you would like to show within each Mix in section 2c.

Select your Channel Pack and swap the channels you show in or out whenever you like to suit your guests' needs.

n Channel Pack 1: Entertainment Mix

n Channel Pack 2: Entertainment Mix + Sports Mix

n Channel Pack 3: Entertainment Mix + Cinema Mix

n Channel Pack 4: Entertainment Mix + Sports Mix + Cinema Mix

You must take Sky TV in every Room at the Hotel Premises. Please refer to the Standard Conditions in the Sky Business Terms and Conditions Booklet to confirm what constitutes a “Room”.

CONTRACT FORM



2 – Your Sky Select Contract (CONTINUED)2d. PICK YOUR EQUIPMENT You will pay any applicable equipment costs

Do you require Sky to supply the Equipment?

n Yes, I require Sky to supply the Equipment n No, I will arrange the Equipment via a third party

If you require Sky to supply the Equipment, please indicate the Sky Bright Box Equipment you require Sky to supply

n Coax Box (Hardware supports 7 Sky channels) n IP Box (Hardware supports 7 Sky channels)

ADDITIONAL HARDWARE

Please indicate the number of Satellite Receiver Blades or DVB-T Blades you require

Satellite Receiver Blade (one for every 8 additional Sky channels) nn n DVB-T Output Blade (up to 24 Sky channels) nn

2e. INSTALLATION INFORMATION

Do you require Sky to complete the installation of your Sky Bright Box?

n Yes, I require Sky to complete the installation n No, I will arrange installation of my Sky Bright Box, with an approved Bright Box installer

Compatible HD Ready TVs required. Output blade capacity depends on the amount of Freeview channels selected. A DVB-T Output Blade is not required with an IP Box.


CONTRACT FORM


3 – Your Hotel Bar Contract (WITH SKY SELECT IN HOTEL ROOMS)

3c. HOTEL BARS

If you have more than one Hotel Bar within your Hotel Premises, please insert the name(s) below for which the Hotel Bar Agreement relates to.

You will pay the full rate for the Service for every Hotel Bar for which you subscribe.

NAME OF HOTEL BAR CONTACT NAMETELEPHONE AND FAXADDRESS OF HOTEL PREMISES

3a. CHOOSE YOUR ADDITIONAL PRODUCTS

3. ADDITIONAL PRODUCTS

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

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

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

3d. PICK YOUR EQUIPMENT You will pay any applicable equipment costs

Do you require Sky to supply the Equipment?

n Yes, I require Sky to supply the Equipment n No, I will arrange the Equipment via a third party

If you require Sky to supply the Equipment, please indicate the number of Sky boxes you require

SkyHD boxes nnIn order to receive HD Channels you must take the HD Pack from the Additional Products option in section 3a.

n HD Pack (no additional charge) n Racing Pack*† (Sky Sports Racing & Racing TV) n Sky Sports Racing only*

n Racing TV only*† n BoxNation*†

*You may subscribe to this service without subscribing to Sky Ultimate. Please call for details. Minimum term for BoxNation is 3 months. Minimum term for Racing TV and Sky Sports Racing bought on a stand alone basis is

12 months. If bought with Sky Ultimate, you must give 90 days’ notice to cancel, unless you are also cancelling your Sky Ultimate agreement, in which case your contract with Racing TV, Sky Sports Racing or BoxNation will

end at the same time as your Sky Ultimate agreement. †Sky acts as a sales agent for Racing TV and BoxNation. Your contract for these services is with RMG Operations Limited or Boxing Channel Media Limited respectively.

3e. INSTALLATION INFORMATION

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

n Yes, I require Sky to complete the installation of my Sky equipment n No, I will arrange installation of my Sky equipment with an approved installer

Do you require Sky to complete the installation of your Sky Bright Box?

n Yes, I require Sky to complete the installation n No, I will arrange installation of my Sky Bright Box, with an approved Bright Box installer

Your agreement(s) for Sky services and Sky equipment, if Sky as opposed to a a third party acting as principal supplies your equipment, are made between us, Sky Subscribers Services Limited and you, the Customernamed in Section 1. If you choose to take Racing TV or BoxNation your agreement for these services is with RMG Operations Limited or Boxing Channel Media Limited as applicable and you will be bound by theapplicable terms and conditions. You are authorised to receive these TV services via digital satellite equipment by means of Viewing Card(s) provided to you and you may exhibit the service in your Premises subjectalways to the terms of these agreements. You confirm that you have read the provisions of these agreements and agree to be bound by and perform the same, including making the necessary payments underthem. Further, and without limitation, you accept the terms and conditions of any equipment supplied to you by Sky and if we are to provide installation services, the installation terms.

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

PLEASE REMEMBER TO SIGN HERE

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

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

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

Details of Authorised Signatory

PRINT NAME nnnnnnnnnnnnnnnnnPOSITION/TITLE nnnnnnnnnnnnnnnnnDATE nn/nn/nnnn7

4 – Complete your ContractPlease complete in BLOCK capitals (using black/blue ink)

CONTRACT FORM

FOR SKY USE ONLY CAMPAIGN NAMEnnnnnnnnnnnASA NO nnnnn nnnn DEPT

PROMO CODE nnnn nnnn USER ID

CONTRACT No nnnnnnnnnnnn ISSUE DATE

EST TYPE nnn BAND DEF nnn SIZE


M 0 1 9 M A W W

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

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

Credit Card Number nnnnnnnnnnnnnnnnAccount

Holders Name nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn

Credit Card Expiry date nn / nnnn

Address nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn Postcodennnn nnn

Signature Date

Please complete in BLOCK capitalsand return to Sky Business, PO Box 1805, Livingston, West Lothian EH54 7XG

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

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

To: The Manager

nnnnnnnnnnnnnnnnnnnnnnnnnnnnAddress:

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

nnnnnnnnnnnnnnnnnnnnnnnnnnnnBank or Building Society account number

nnnnnnnnnBranch sort code

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

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

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

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

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

account being debited or as otherwise agreed.

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

from your branch of the amount paid.

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

For SSSL official use only

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

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

For SSSL official use only

Originator's Identification Number

942761

Signature(s)

Date

Bank/Building Society

Either A or B must be completed

A DIRECT DEBIT PAYMENT INSTRUCTION

nnnnnnnnnnnnCustomer Reference number

nnnnnnnnnnnn

Customer Reference number

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



7

7

B CREDIT CARD INSTRUCTION

PLEASE SIGN THIS INSTRUCTION

PLEASE SIGN THIS INSTRUCTION

PAYMENT INSTRUCTION HOTELS UK

#

#

IMPORTANT INFORMATION

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

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

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

Terms & Conditionsof your Sky Subscription Agreement

08448 244 244* UK

0818 719 888 ROI

sky.com/business

SB/TC/SKYTV/0119

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

3TERMS & CONDIT IONS OF YOUR SKY SUBSCRIPTION AGREEMENTS

SB/TC/SKYTV/0119

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

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

Add-On HD Channel: any Sky HD Channel which Sky supplies or retails and which you may choose to add to your Sky HD Service for an additionalcharge;

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

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

Bundles:means the channel bundle packs offered to customers on a Hotel SMATV Agreement and payable on a per room basis. Additional channelsnot included as part of your Option or individually will be chargeable as set out in your Sky Package and Pricing flyer;

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

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

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

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

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

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

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

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

HD Ready: a product bearing the HD Ready label that has an HDMI input. For full technical requirements of the HD Ready label please refer to page28 ;

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

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

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

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

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

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

IPTV SMATV System: a telecommunications system consisting of a single head end and Encoding Equipment serving only the Premises, re-distributing standard definition television programme services to two or more IPTV Points within such Premises using Internet Protocol (“IP”) overa secure and Local Area Network (“LAN”);

LAN: Local Area Network. Local Area Network is a network of client computers, and management server(s) on the Premises which operate in aclosed, secure IT environment where each computer uses Network Address Translation to describe each computer with an IP address which are notvisible to computer and other computing equipment outside the LAN;

LNB: low noise block;

2 TERMS & CONDIT IONS OF YOUR SKY SUBSCRIPTION AGREEMENTS

SB/TC/SKYTV/0119

ContentsAbout this booklet 2

Standard Terms and Conditions of your Sky subscription agreement 3

Sky Satellite Equipment Purchase Terms and Conditions 22

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

Installation Terms and Conditions 24

RV Pricing Policy 26

Privacy Policy for Sky Subscription 27

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

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

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

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

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

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

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

� email us at [email protected] (Independent Outlets) or [email protected] (Group Customers);

� write to us at Sky Business, PO Box 1805, Livingston, West Lothian EH54 7XG;

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

We are committed to providing you with the best possible products and services, but in the unfortunate circumstance thatyou have a complaint, please contact us using one of the contact details provided above. You should follow our complaintsprocedure as set out in the Sky Complaints Code of Practice which can be found at www.business.sky.com/page/complaintsor a copy can be provided on request by calling the number above. Sky does not have a refund policy as we prefer to dealwith each complaint on a case-by case basis, but, if you feel the service you receive falls below that which you shouldreasonably expect from Sky, we will ensure that your complaint is dealt with appropriately. Should your complaint not beconcluded to your satisfaction, the complaint may be escalated within Sky.

If you are a small business customer (having no more than 10 individuals working for you) receiving Sky’s products andservices in the UK and we have not resolved your complaint to your satisfaction after eight weeks or if you have received aletter from us saying that your complaint has reached "deadlock", you may make a complaint about Sky Business to theCommunications and Internet Services Adjudication Scheme (“CISAS”), an independent alternative dispute resolutionscheme. CISAS will investigate your complaint and if they decide that your complaint is justified, Sky will act on any decisionthey make and put things right for you. You can find their contact details on their website: www.cedr.com/cisas

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

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

Minidish: the dish enabling reception of digital satellite broadcasts;

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

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

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

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

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

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

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

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

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

PVR functionality: personal video recorder functionality;

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

Rooms: means:

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

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

(iii) offices or similar rooms in the Hotel Premises or Care Home (excluding the Care Home Lounge(s)) used for business purposes and whichcontain a television set or screen on which the Channels can be seen and/or heard pursuant to this Agreement, such rooms not beingaccessible to the public

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

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

Serviced Apartment:means any establishment offering furnished apartments (which may consist of a number of rooms) available for business andleisure travel, which provides amenities, housekeeping and a range of services for guests where taxes and utilities are included within the rentalprice (excluding Hotels and Residential Lettings);

SHS: Sky In-Home Service Limited;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sky Ultimate Plus Pack: all the channels included in Sky Ultimate Pack and certain Premium Channels, bonus or other free channels but does notinclude any Add-On Premium Channels or Add-On HD Channels. Availability of a Sky Ultimate Plus Pack and the channels offered will depend onthe type of Sky Business Agreement you are offered;

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

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

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

Term: the period during which this Agreement continues;

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

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

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

3. Term

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

3.2 Conditions 8, 9 and 12 shall continue to apply to you after the date on which this Agreement ends if you do not return your ViewingCards and (if applicable) your Sky Pro-Cams to SSSL or if SSSL does not make your Viewing cards all invalid (save that SSSL shall


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have no obligation to provide new or replacement Viewing Cards and (if applicable) Sky Pro-Cams to you after the Term).

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

4. Rights

APPLIES TO SUBSCRIBERS TO DTH AGREEMENTS ONLY

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

APPLIES TO SUBSCRIBERS TO SKY SELECT OR SMATV AGREEMENTS (EXCLUDING HOTELS AND OFFICE IPTVSMATV) ONLY

4.2 This Agreement gives you the right during the Term to receive the applicable Service at the Premises via digital satellite equipment usingViewing Card(s) provided to you under this Agreement and simultaneously to retransmit the Service via a Sky Bright Box or SMATVSystem (as applicable) to Points within the Premises for viewing of the Service. The Service may be viewed only on television sets orscreens. If you subscribe to Sky Select, the Sky Select Service must be viewed only on compatible television sets or screens as notifiedto you by Sky. Nothing in this Agreement shall give you the right to distribute, exhibit or otherwise show any of the Channels in theService otherwise (including but not limited to via a computer terminal or similar equipment) or in any other area of the Premises.

APPLIES TO SUBSCRIBERS TO HOTEL AGREEMENTS ONLY

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

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

(b) if you are a Hotel Sky Select Customer to simultaneously retransmit the Sky Select Service (as such term is defined inCondition 6.13) via a Sky Bright Box only to Rooms in the Hotel Premises for viewing only on compatible television setsor screens as notified to you by Sky; and

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

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

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

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

4.5 Subject to any restrictions on distribution or exhibition, you must distribute your Sky Select Service or Hotel Rooms SMATV Service(as applicable) at all times to every Room in the Hotel Premises with the exception of those Rooms which have the Sky In-RoomService. If you cancel your Sky In-Room Service in any Room (e.g. from 10 Rooms to 9 Rooms) this must be replaced with a SkySelect Service or Hotel Rooms SMATV Service (as applicable) for that Room, i.e. all Rooms must have either the Sky Select

Service/Hotel Rooms SMATV Service (as applicable) or the Sky In-Room Service. For the avoidance of doubt, you must distributeall of the Channels in your Hotel Rooms SMATV Service at all times and where any Channel in the Hotel Rooms SMATV Servicehas a number of multiplexes, the obligation to distribute all of the Channels in full applies to each multiplex, save that you willonly be required to distribute those multiplexes for which you have requested Viewing Cards.

APPLIES TO SUBSCRIBERS TO OFFICE IPTV SMATV AGREEMENT ONLY

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

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

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

4.8 Nothing in this Agreement gives you the right to distribute the Service via a Sky In Room Agreement, Sky Select Agreement orSMATV Agreement into areas of the Premises:

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

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

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

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

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

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

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

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


SB/TC/SKYTV/0119

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

5.9 You warrant and represent that throughout the Term the Premises has a SMATV System (as applicable) and the Service will bedistributed at all times to two or more Points within the Premises only by such SMATV System;

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

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

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

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


5.13 You warrant and represent that throughout the Term:

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

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

Bar Customers further warrant and represent that:

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

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

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

5.14 You must accurately list the number of Rooms at the Hotel Premises in the Contract Form for the applicable Hotel Agreement.You may only show the Service in the number of Rooms that you have notified to Sky.

5.15 You must not exhibit (or permit the exhibition of) any of the Channels in the Sky Select Service, the Hotel Rooms SMATV Serviceor Sky In-Room Service other than in Rooms, or if you are a Bar Customer, any of the Channels in the Bar Service other than inthe Bar (as defined above). Without limitation, you may not show the Channels in the Sky Select Service, the Hotel Rooms SMATVService or Sky In-Room Service in any areas accessible to or by the public, including common areas or places, bars, lobbies,restaurants, television lounges, gyms, leisure clubs, shops and cinema lounges.

6. Service

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

6.2 Sky warrants and represents that:

(a) it shall not knowingly include in the Channels defamatory materials and the Channels will not contain anything which


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

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

4.15 Without Sky’s prior written agreement, you are not permitted to use the Service or Additional Services for any commercialpurpose or for financial gain other than as reasonably contemplated by the ordinary use of the Service or Additional Services inyour Premises type, to include (without limitation) creating any commentary, compiling statistics or data, news reporting,information or editorial services.

5. Your Obligations

5.1 You warrant and represent that:

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

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

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

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

APPLIES TO SUBSCRIBERS TO ALL SKY SELECT AND SMATV AGREEMENTS

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

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

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

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

APPLIES TO SUBSCRIBERS TO OFFICE IPTV SMATV AGREEMENT ONLY

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

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

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

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


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violates any copyright, right of privacy, literacy or dramatic right of any person or entity; and

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

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

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

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

6.5 Sky may supply bonus channels or other free channels which you will not have to pay for. Sky can withdraw or change thesechannels or their multiplexes without giving notice to you. Sky can also change any channel which is provided free (includingany multiplex) into a channel that must be paid for if you want to continue to receive it. Sky will tell you of such a change andthe charges that will be payable.

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

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

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

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

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


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


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

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

any) and Bar Service (if any) together.

6.14 If Sky withdraws an additional Channel (not included in a Bundle) in your Hotel Rooms SMATV Service, Sky shall adjust theCharges payable by you accordingly. Sky may introduce new and/or withdraw channel package options from time to time.

6.15 Certain Sky Cinema Channels may show 12A and 15 rated content prior to the relevant watershed times. Normally this wouldbe pin protected, however due to technical and logistical constraints subscribers to the Hotel Rooms SMATV Service, or Sky SelectService shall have the pin functionality disabled. In respect of the Sky Select Service or Hotels Rooms SMATV Service you herebyundertake full responsibility for choosing suitable Sky Cinema Channels for your guests to watch and advise the guests if thereis any unsuitable content. In respect of the Sky In-Room Service you hereby undertake full responsibility to advise your guests(by including this information in your general TV information to guests and in a tent card by the TV or remote control) that it’stheir responsibility to ensure that minors do not watch inappropriate content.

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

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

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

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

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

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

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

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

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

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

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

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

APPLIES TO SUBSCRIBERS TO RESIDENTIAL LETTINGS AGREEMENT ONLY

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

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


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

7.9 You must pay to Sky every month in advance the payments due in respect of the Service, plus any VAT payable (the "SubscriptionPayments"). If you choose to have more than one Viewing Card under this Agreement for the Premises then you must pay theSubscription Payments for the Service that you receive in full for each Viewing Card that you have subject to the rates referredto in Condition 8.16 or if this term is varied by any promotional offer terms and conditions.


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

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

7.11 You shall pay Subscription Payments at the highest band rate where such bands are set out in your Sky Package and Pricing flyeror your rateable value will be deemed to be £999,999 until Sky receives a copy of the relevant annual non-domestic ratesdemand or other necessary documentation proving to Sky that a different rate applies to the Premises. Any appeals to yourrateable value shall be managed in accordance with Sky's RV Pricing Policy set out on page 26.

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

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

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

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

(ii) £233.20 for Office IPTV, Office SMATV, £216 for General SMATV and £161 for Retail SMATV UK Agreement.

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

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


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

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

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


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

6.29 You warrant and represent that each of the Premises:

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

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

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

7. Subscription Payments

7.1 On signature you may be required to make an upfront payment and thereafter Sky will collect the Subscription Payments (asfurther defined or referred to in Conditions 7.9, 7.11, 7.12, 7.14, 7.15, 7.16, 7.17, 7.18 and 8.16 respectively) due automaticallyfrom your account each month after we have sent you your first Viewing Card via your payment instruction. All payments mustbe made in full by the date on which they are due without any set off. If full payment is not received on the due date you willpay interest on the outstanding amount at the annual rate of 8% above HSBC’s base rate from time to time from the date thesum was due until the date of actual payment (or otherwise in line with the rates set out under the Late Payment of CommercialDebts (Interest) Act 1998 as amended). Sky may also seek compensation for the cost of recovering such debt in line with theguidelines as set out under the Late Payment of Commercial Debts (Interest) Act 1998 as amended.

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

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

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

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

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

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

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

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

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

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

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


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(ii) In respect of the Hotel Rooms SMATV Service, you will pay to Sky each month in advance a fee calculated inaccordance with this Condition 7.14 plus any VAT payable ("the Rooms Charge").

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

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

(ii) €184 ex VAT per month if your Hotel Rooms SMATV service contains a premium Sky Sports or Sky Cinema channel.

(iii) €107 ex VAT per month if your Hotel Rooms SMATV service contains any other sports channel, or a Star Channel,otherwise the minimum charge is €101.

(iv) £186 ex VAT per month if your SMATV Hotels Room Service contains the Sports Pack, Sports Light Pack, RacingPack, Cinema Pack or any Single Sports channel. Otherwise the minimum charge will be £133 ex VAT per month.

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

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

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

(a) The Bar Charge will be calculated by reference to whether you take the Hotel Rooms SMATV Service, Sky Select Serviceor Sky In-Room Service and may be dependent on the number of Rooms in your Hotel Premises and to whether you aresubscribing to the Premium Sports Channels in the Rooms of your Hotel Premises.

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

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

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

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

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

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

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

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

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

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

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

(b) Your chosen Option shall apply to all of the Rooms receiving the Sky Select Service in your Hotel Premises. If you upgradeyour Option for the Sky Select Service then you must remain with and pay for that new Option for at least 30 days.

APPLIES TO SUBSCRIBERS TO OFFSHORE INSTALLATION AND SHIPS AGREEMENT, AND SKY FORYACHTS AGREEMENT ONLY

7.18 You must pay to Sky every month a fee calculated in accordance with this Condition 7.18 plus any VAT payable (“the SubscriptionPayment”). Payments due to Sky under this Agreement will be invoiced by Sky in accordance with Sky's current accountingpractice from time to time. As at the date hereof, Sky's accounting practice is to invoice monthly in arrears on or around the 1stday of each calendar month for Offshore Installation and Ships Agreements and in advance for Yachts Agreements. Sky will givewritten notice of any change in its accounting practice.

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

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

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

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

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

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

8. Use and Supply of Viewing Cards

8.1 A Viewing Card shall only be used by you at the Premises. You agree that a Viewing Card will only be used in the Sky Box or SkyBright Box (as applicable) in which it is first used. A Viewing Card will be used only to receive and exhibit the Service and anyAdditional Services (if authorised and available) at the Premises.

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

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

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

8.5 In order to receive the Service and any Additional Services (if authorised and available) without interruption your Viewing Cardmust be kept in the Sky Box or Sky Bright Box (as applicable) at all times and you are advised to keep your Sky Box or Sky BrightBox connected to the mains supply (and suitable satellite dish) and on standby mode while not in use. The software in the SkyBox, Sky Bright Box and the Sky Pro-Cam (as applicable) is owned by or licenced to us or another member of the Sky group anddoes not become your property. You must (both during the Term and afterwards) allow SSSL to update the software in your SkyBox, Sky Bright Box or Sky Pro-Cam by sending additional signals via satellite or the internet to the Sky Box, Sky Bright Box orthe Sky Pro-Cam. You must not tamper with the software or allow anyone else to do so.

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

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

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


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APPLIES TO SUBSCRIBERS TO ALL SMATV AGREEMENTS

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

APPLIES TO ALL SUBSCRIBERS USING A SKY BRIGHT BOX

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

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

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

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

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

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

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

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

(c) For Sky In-Room Service Customers, unless otherwise agreed with Sky, one Viewing Card for each Room for which yousubscribe to the Sky In-Room Service (i.e. one per Sky Box). For the avoidance of doubt, you may exhibit the Sky In-Room Service on more than one television within the Room.

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

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

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

(a) all subscribers who subscribe to the Sky Ultimate Pack and have either a current Pubs UK 12 Month or Clubs UK or Pubs& Clubs Northern Ireland Subscription (whose Subscription Payment is based on the rateable value of their Premises)shall be entitled to a free second Viewing Card for each fully paid Subscription;

(b) all subscribers who subscribe to the Sky Ultimate Pack with a Pubs UK 30 Days Subscription may purchase additional

discounted cards at the prices set out in the Sky Package and Pricing Flyer for each fully paid Subscription;

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

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

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

In each case, the first fully paid Subscription at the Premises shall be the “Primary Subscription” for the purposes of thisCondition 8. In the event that you have a current full price second Subscription (or, if applicable, third Subscription) forthe same Premises, you may either cancel that Subscription and replace it with any applicable free or discountedadditional Subscription (subject to the limitations set out in Condition 8.17 below) or take additional free or discountedViewing Cards in accordance with these terms and conditions.

8.17 The Service offered on the additional Viewing Card(s) referred to in Conditions 8.16(a)-(d) above, shall be a limited list ofChannels which Sky shall advise you of via its website www.sky.com/business from time to time and the Sky HD Service andSky+ Service shall not be available. If you subscribe to a Residential Lettings Subscription and you choose to take additionalViewing Card(s) at the same Premises, you cannot select a different Service for your additional Viewing Cards and the availabilityof Sky+ Service will depend on the type of additional Sky Box provided. The additional Viewing Cards may only be used at thesame Premises as the Primary Subscription. Sky may at its sole discretion black out certain content on Channels included in anyadditional Viewing Cards to ensure the Viewing Cards are not used for unauthorised purposes. You must give Sky or SSSLreasonable access to your Premises to check that any additional Viewing Cards are being used at the same Premises as thePrimary Subscription.

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

8.19 You must activate the additional Viewing Card(s) referred to in Condition 8.16 above within 10 days of delivery. If you do notthen you shall be liable to pay to Sky an amount equal to the full cost to Sky for each free or discounted Sky Standard SatelliteEquipment provided. At all times while the additional Viewing Cards are enabled for viewing, the primary Sky Box and theadditional Sky Boxes must be connected to the same fixed and operational telephone line capable of making outgoing calls. Ifyou fail to do this, then Sky may de-activate your additional Viewing Cards.

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

APPLIES TO SUBSCRIBERS TO OFFSHORE INSTALLATION AND SHIPS AGREEMENT ONLY (EXCLUDING SKYSELECT AGREEMENTS)

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

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

9. Validity and Expiry of Viewing Cards

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


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9.2 The validity of a Viewing Card shall at all times be at SSSL’s sole discretion. SSSL may at any time invalidate Viewing Cards toprotect the security of the conditional access system or if SSSL believes you are using or permitting the use of a Viewing Card inan unauthorised manner or for unauthorised purposes or otherwise if it is reasonable to do so.

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

9.4 If your Service is suspended pursuant to Condition 9.2 or 9.3 above, Sky may charge you a reconnection fee to start receivingyour Sky TV service again. If a re-connection fee is payable, Sky will tell you the amount of this fee before charging you.

APPLIES TO SUBSCRIBERS OFFERED FREE SKY STANDARD SATELLITE EQUIPMENT BY SKY

10. Free Sky Satellite Equipment for the Premises

10.1 Free Sky Standard Satellite Equipment for the Premises

10.1 In accordance with the offer set out on page 22 of this booklet and in the Sky Package and Pricing flyer for eligible customers("the Offer”), Sky will give to eligible Customers a set of Sky Standard Satellite Equipment to be used only in the Premises.

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

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

11. Sky Licences for the Premises

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

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

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

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

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

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

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

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

11.9 If your Sky Licence(s) is lost, stolen or damaged you must immediately notify SSSL either by telephoning 08448 244 244 (UK) or0818 719 888 (ROI) or by writing to: Sky Subscribers Services Ltd, Sky Business, PO Box 1805, Livingston, West Lothian, EH547XG (UK) or Sky Business, PO Box 1805, Livingston, Great Britain, EH54 7XG (ROI). SSSL may charge you a reasonable fee to coverthe cost of replacing a Sky Licence that is lost, stolen or damaged.

12. Lost, Stolen, Damaged or Malfunctioning Viewing Cards

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

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

13. Marks

13.1 You acknowledge that certain proprietary items (collectively referred to as the "Marks"), including but not limited to the namesof the Channels, trade names and marks, service marks, logos and characters used in connection with the Channels, titles ofprogrammes on Channels, the Additional Services, the corporate names of Sky and/or the third party broadcasters of individualchannels and any other names used by any of them from time to time are the exclusive property of Sky or the third partybroadcasters (as the case may be) or their respective licensors and that you do not acquire any proprietary rights in the sameunder this Agreement. You may not use the Marks without Sky’s prior written consent.

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

14. Liability

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

(a) any defect in a Sky Box or Sky Bright Box and/or other receiving equipment or other equipment attributable to any unauthoriseduse of such Sky Box or Sky Bright Box or equipment;

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

(c) any use of a Viewing Card or Sky Pro-Cam (if applicable) with any decoding apparatus not authorised by Sky;

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

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

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

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

15. Copyright

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

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

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

16. Variation of the Agreement

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

17. Termination

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

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

(b) to expire at the earliest on the date on which the variation takes effect, if Sky has given notice to you of a variation inaccordance with Condition 7.3 that results in an increase to your subscription pricing during the Minimum Term (savethat increases to the subscription pricing of additional Viewing Cards at any individual Premises shall only provide the


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

(c) if Sky has given notice to you of a variation in accordance with Condition 16 which results in a material change to thevalue of the Service as it pertains to the Customer’s Premises to expire at the earliest on the date on which suchmaterial change takes effect or in accordance with 17.1 (a) whichever is the earliest.

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

17.2 Sky may terminate this Agreement at any time:

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

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

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

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

(a) if you have purchased Sky Satellite Equipment from Sky or a retailer selling such equipment on Sky’s behalf, the balanceremaining of the amortised cost to Sky for any free or discounted Sky Satellite Equipment and (if applicable) free ordiscounted installation provided to you by Sky and received by you at the termination date, if any. The amortisation ofthe Sky Satellite Equipment shall be calculated by reducing the normal cost to you of such items in equal monthlyinstalments at the end of each month of the Minimum Term; and

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

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

17.4 Following termination of this Agreement, any Viewing Cards or Sky Pro-Cams supplied to you under this Agreement will beinvalidated and you will no longer be entitled to receive the Service. The termination of this Agreement may also affect the priceyou pay under other agreements you have with Sky (for example, for WiFi services).

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

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

APPLIES TO HOTEL AGREEMENTS ONLY

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

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

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

18. Right to Transfer Agreement

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

19. Notices

19.1 Any notice to be given under this Agreement must be in writing. A notice to you may be sent by fax or by pre-paid post or byemail to, or in accordance with, the Customer’s details for correspondence set out in the Contract Form of this Agreement orotherwise held on our customer management system for you. A notice to Sky must be sent by pre-paid post to the address inCondition 12.1 above with a copy to the Head of Legal and Business Affairs, Sky Business, Sky UK Ltd, Grant Way, Isleworth,Middlesex, TW7 5QD (or such other address(es) as Sky shall notify you). For the avoidance of doubt, a notice from Sky can besent alone or with other material sent to you by Sky.

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

20. Miscellaneous

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

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

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

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

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

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

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

21. Law and Territory

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

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


SB/TC/SKYTV/0119

SB/TC/SKYTV/0119

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

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

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

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

4. For the avoidance of doubt, if you are receiving the Sky Standard Satellite Equipment, Sky Standard Satellite Equipment does notinclude any of the following: a Dolby 5.1 surround sound system and/or speakers; TV screens or an HD Ready TV screen whichyou must supply. The HD Ready TV screen must be installed in the Premises before installation of the Sky Standard SatelliteEquipment with HD capability otherwise your Sky HD Service will not be activated.

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

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

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

8. Neither we, SHS nor Sky will be liable under any Agreements to which they are parties for any fault in the Sky Satellite Equipmentor any other equipment you use, if this was supplied by a third party (including a retailer not acting as Sky's agent for the supplyof the equipment) or under a separate contract or for any fault arising from an installation of the Sky Satellite Equipment thathas not been arranged by Sky.

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

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

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

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

IN THE EVENT THAT SUBSCRIBERS HAVE BEEN OFFERED FREE OR DISCOUNTED SKY STANDARDSATELLITE EQUIPMENT BY SKY THE BELOW TERMS AND CONDITIONS WILL APPLY

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

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

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

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

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

APPLIES TO SKY BRIGHT BOX SATELLITE EQUIPMENT ONLY

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

INSTALLATION TERMS AND CONDITIONS

In the event that subscribers have requested that Sky organise installation of their Sky Satellite Equipment, the following termsand conditions of installation will apply:

These are the terms and conditions under which we will install your Sky Satellite Equipment at the Premises. We are SkySubscribers Services Limited (“SSSL”) and we are acting as an agent for Sky In-Home Service Limited (“SHS”), a company withinthe Sky group of companies. References to ‘we’ or ‘us’ in these terms and conditions should be read as references to SHS. Anyqueries in relation to these installation terms and conditions should be directed to SSSL on 08448 244 244 (UK) or 0818 719888 (ROI).

Definitions

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

1. Standard Installation

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

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

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

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

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

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


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

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

APPLIES TO INSTALLATION OF SKY STANDARD SATELLITE EQUIPMENT ONLY

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

APPLIES TO INSTALLATION OF SKY BRIGHT BOX SATELLITE EQUIPMENT ONLY

Your HD Ready TV screens must be compatible with the Sky Select Service and Sky or its agents shall notify you of the make and modelrequirements for these screens prior to installation of the Sky Bright Box Satellite Equipment. If you tell us that compatible HD Readyscreens are installed at the premises and the installer finds that there are no such compatible screens at the premises then your SkySelect Service will not be activated.

2. Access to Property

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

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

3. Consents and Permissions

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

4. Works Required and Payment

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

APPLIES TO INSTALLATION OF SKY STANDRD SATELLITE EQUIPMENT ONLY

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

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

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

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

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

WHAT TO DO NEXT:

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

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

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

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

• give the engineer access to your Premises and show him/her where the Sky Box or Sky Bright Box (as applicable)is to be installed

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

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

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

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

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

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


SB/TC/SKYTV/0119

SB/TC/SKYTV/0119

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

premises that came into effect on 1 April 2017 (in mainland UK) and 1 April 2015 (in Northern Ireland). For the avoidanceof doubt, your Sky digital subscription will continue to be determined by these rateable value listings (i.e. 2017 inmainland UK and 2015 in Northern Ireland) until further notice by Sky.

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

3. The rateable value for your Premises can be obtained from the government body responsible for setting rateable valuesin your country of operation. A searchable database of the 2017 rating list for England & Wales can be found online atwww.voa.gov.uk and for Scotland at www.saa.gov.uk. A searchable database of the 2015 rating list for Northern Irelandcan be found at www.finance-ni.gov.uk/land-property-services

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

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

(b) 12 months.

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

APPLIES TO PUBS UK 12 MONTH, PUBS UK 30 DAYS, PUBS TENANCY AT WILL UK AGREEMENTSAND NI SPORTS CLUBS RECEIVING ADJUSTMENTS ONLY

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

6. No adjustments will be recognised in respect of Pubs UK 12 Month, Pubs UK 30 Days, Pubs Tenancy At Will UK or NISports Clubs’ pricing for eligible sports areas until Sky have received appropriate evidence showing the requiredeligibility criteria is met. In England and Wales, this can often be found on the ratings list of the Valuation Office Agencywebsite (www.voa.gov.uk), or will be on your Rateable Value Certificate/Summary Valuation. In Scotland, you arerequired to submit a Valuation sheet showing a breakdown of your rateable value detailing any outdoor sports areasthat form part of your overall rateable value. This can be requested from your local Scottish Assessors Association office.In Northern Ireland, this can often be found on the ratings list of the Land and Property Services website (www.finance-ni.gov.uk/land-property-services). Sky has sole discretion to determine what constitutes an eligible sports area.

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

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

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

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

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

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

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

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

3. If your Publican's Licence Value changes, there will be a corresponding change in your Sky subscription charge. Anychange must be notified immediately to Sky in writing with a copy of the Publican's Licence attached. (Certification ofthe Licence Value on your Publican's Licence from your auditors in writing will also suffice). If the Licence Value of yourPremises increases, you must notify Sky (with documentation reasonably acceptable to Sky) confirming the change. Onreceipt of a written demand from Sky, you will immediately pay to Sky all additional sums due as a result of an increasein Licence Value from the date on which such increase first applied to you, together with interest on such additionalmonies at the annual rate of 2% above HSBC's base rate from time to time (compounded monthly). If the Licence Valueof your Premises increases and you do not notify Sky with appropriate evidence of the new Licence Value, you will beliable to pay the difference between your new Licence Value and the old Licence Value from the date the audit took placetogether with interest thereon.

APPLIES TO THE SKY SUBSCRIPTION AGREEMENT

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


SB/TC/SKYTV/0119

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

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

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

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

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

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

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

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

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

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

2. Payments

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

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

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

3. Liability

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

4. Copying and Redistribution

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

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

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

5. Miscellaneous

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

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

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

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


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REQUIREMENTS FOR THE LABEL ‘HD READY’

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

1. Display, display engine

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

2. Video Interfaces

• The display device accepts HD input via:

- analogue YPbPr1, and

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

• HD capable inputs accept the following HD video formats:

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

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

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

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

Terms & Conditionsof your BoxNation Agreement

08448 244 244* UK

0818 719 888 ROI

sky.com/business

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*Calls to Sk

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3BOXNATION COMMERCIAL PREMISES TERMS & CONDITIONS

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2.11 SSSL: Sky Subscribers Services Limited;

2.12 Term: the period during which this Agreement continues;

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

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

3. Term

3.1 This Agreement shall begin on the date on which you are first authorised by us to receive the Channel andshall continue for the minimum period that is 3 months ("Minimum Term"), subject to Condition 16. ThisAgreement shall continue after the Minimum Term until you terminate it by one month’s notice (or, ifrelevant, such alternative notice period as specified in the Pricing and Packaging Flyer) or either partyterminates it in accordance with its terms.

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

4. Rights

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

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

5. Your Obligations

You warrant, represent and undertake that:

5.1 the Premises is situated in the Territory;

5.2 the Premises is not a Prohibited Premises;

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

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

6. The Channel

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

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

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

2 BOXNATION COMMERCIAL PREMISES TERMS & CONDITIONS

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

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

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

1. About BoxNation and this Agreement

1.1 Your subscription contract for the Channel is between you and BoxNation ("BoxNation", "we", "us", "our").BoxNation is a limited company registered in England under company number 4809913. The registeredaddress for BoxNation is Boxing Channel Media Ltd, The Production Centre 191a, Askew Road, London,England, W12 9AX.

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

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

2. Definitions

In this Agreement:

2.1 Channel: BoxNation;

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

9. Validity and Expiry of Viewing Cards

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

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

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

10. Lost, Stolen, Damaged or Malfunctioning Viewing Cards

10.1 If a Viewing Card is lost, stolen, damaged or fails to work you must immediately notify SSSL either bytelephoning 08448 244 244 (UK) or 0818 719 888 (ROI), or by writing to: Sky Subscribers Services Limited,Sky Business, P.O. Box 1805, Livingston, West Lothian EH54 7XG). SSSL may charge you to cover the cost ofreplacing a Viewing Card that is lost, stolen or (subject to Condition 10.2) damaged or fails to work.

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


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

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

7. Subscription Payments

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

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

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

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

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

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

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

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

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

8. Use of Viewing Card

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


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

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

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

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

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

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

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

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

11.4.8 For the purposes of this Condition 11.4:

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

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

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

(d) "Rooms" means:

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

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

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

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

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

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


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11. Additional terms and conditions specific to certain Premises

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

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

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

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

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

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

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

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

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

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

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

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

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

11.4.4 Subject to any restrictions on distribution or exhibition, you must distribute the Channel in yourRoom Service in full at all times to every Room in the Hotel. The distribution must be without


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

14. Copyright

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

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

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

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

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

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

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

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

15. Variation of the Agreement

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

16. Termination

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

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

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

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

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

16.2 We may terminate this Agreement at any time:

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

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


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

11.5.5 You warrant and represent that throughout the Term:

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

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

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

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

12. Marks

12.1 You acknowledge that certain proprietary items (collectively referred to as the "Marks"), including but notlimited to the names of the Channel, trade names and marks, service marks, logos and characters used inconnection with the Channel, titles or programmes on Channel, the corporate names of BoxNation Limitedand Sky and any other names used from time to time are, as between us and you, our exclusive property orthat of our licensors and that you do not acquire any proprietary rights in the Marks under this Agreement.You may not use the Marks without our prior written consent.

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

13. Liability

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

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

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

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

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

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

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

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


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

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

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

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

21. Law and Territory

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

Correct at time of print: November 2018


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

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

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

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

17. Right to Transfer Agreement

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

18. Notices

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

PO Box 1805LivingstonWest LothianEH54 7XG

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

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

19. Data Protection

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

20. Miscellaneous

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

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

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

Terms & Conditionsof Racing TV Commercial Premises

08448 244 244* UK

0818 719 888 ROI

sky.com/business

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

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2. DEFINITIONS

In this Agreement:

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

2.2 Channel: Racing TV;

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

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

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

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

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

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

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

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

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

2.12 SSSL: Sky Subscriber Services Limited;

2.13 Term: the period during which this Agreement continues;

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

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

3. TERM

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

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

4. RIGHTS

4.1 This Agreement gives you the right during the Term to receive and exhibit the Channel in the relevant per-mitted area (or areas) at the Premises via digital satellite equipment using Viewing Card(s) provided to youby SSSL. You may only exhibit the Channel in the permitted areas within the Premises and only on televisionsets or screens. Nothing in this Agreement shall give you the right to distribute, exhibit or otherwise show

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

PLEASE NOTE THAT THE RECEPTION AND EXHIBITION OF THE CHANNEL IS PROHIBITED IN SOME TYPES OF COM-MERCIAL PREMISES. PLEASE ALSO NOTE THAT RECEPTION AND EXHIBITION OF THE CHANNEL FOR PRIVATE ANDDOMESTIC VIEWING IS GOVERNED BY A SEPARATE AGREEMENT AND IS NOT PERMITTED UNDER THIS AGREEMENT.

1. ABOUT RACING TV AND THIS AGREEMENT

1.1 Your subscription contract for the Channel is between you and RMG Operations ("Racing TV", "we", "us","our"). RMG Operations Limited is a limited company registered in England under company number4809913. The registered address for RMG Operations is 10th Floor, Met Building, 22 Percy St, London W1T2BU.

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

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

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the Channel otherwise (including but not limited to via a computer terminal or similar equipment) or in anyother area (or areas) of the Premises.

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

5. YOUR OBLIGATIONS

You warrant, represent and undertake that:

5.1 the Premises is situated in the Territory;

5.2 the Premises is not a Prohibited Premises;

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

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

6. THE CHANNEL

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

6.2 We may offer additional programming or events that are available only to certain types of customers, in cer-tain types of Premises or as enhancements to the Channel. Such programming or events may either be madeavailable free or for a charge. If offered to you under this Agreement, such programming or events shall bedeemed to be part of, or supplied on the same terms as, the Channel.

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

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

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

7. SUBSCRIPTION PAYMENTS

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

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

7.3 Where you have chosen to pay by debit or credit card we will collect the Subscription Payments due auto-matically from the account which you specified when selecting your Payment Method. We will collect pay-ment in accordance with your selected Payment Plan after we have sent you your first Viewing Card. We willnot send you invoices where you have chosen to pay by debit or credit card.

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

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

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

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

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

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

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

8. USE OF VIEWING CARD

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

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

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

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

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

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

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

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


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

9. VALIDITY AND EXPIRY OF VIEWING CARDS

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

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

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

10. LOST, STOLEN, DAMAGED OR MALFUNCTIONING VIEWING CARDS

10.1 If a Viewing Card is lost, stolen, damaged or fails to work you must immediately notify SSSL either by tele-phoning 08448 244 244 (UK) or 0818 719 888 (ROI), or by writing to: Sky Subscribers Services Limited, SkyBusiness, P.O. Box 1805, Livingston, West Lothian EH54 7XG. SSSL may charge you to cover the cost of replac-ing a Viewing Card that is lost, stolen or (subject to Condition 10.2) damaged or fails to work.

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

11. ADDITIONAL TERMS AND CONDITIONS SPECIFIC TO CERTAIN PREMISES

11.1 This Agreement permits the reception and exhibit of the Channel in most types of commercial premises inthe Territory. All Premises are either General Premises or of a particular type described in this Condition 11.The reception and exhibit of the Channel in General Premises is governed by the general terms and condi-tions of this Agreement. However, special terms and conditions, including specific restrictions, apply to thereception and exhibit of the Channel in some Premises Types. The Premises Type in respect of which you arepermitted to receive and exhibit the Channel shall initially be as you specified at the time at which you sub-scribed for the Channel or as we may determine from time to time during the Term. We shall have discretionin determining the Premises Type at which you are receiving and exhibiting (and shall be permitted to receiveand exhibit) the Channel. Where the premises at which you are receiving and exhibiting the Channel is oneof the types described in this Condition 11 you agree to abide by the relevant additional terms and condi-tions, including any additional specific restrictions. Where the Premises Type is not one of the following youwill continue to be bound by all other terms and conditions of this Agreement. (For the avoidance of doubt,these additional terms and conditions should be read in conjunction with the other Conditions and not inisolation.)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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erty or that of our licensors and that you do not acquire any proprietary rights in the Marks under thisAgreement. You may not use the Marks without our prior written consent.

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

13. LIABILITY

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

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

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

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

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

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

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

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

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

14. COPYRIGHT

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

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

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

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

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

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

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

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

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11.4.8 For the purposes of this Condition 11.4:

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

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

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

(d) "Rooms"means:

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

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

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

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

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

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

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

11.5.5 You warrant and represent that throughout the Term:

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

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

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

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

12. MARKS

12.1 You acknowledge that certain proprietary items (collectively referred to as the "Marks"), including but notlimited to the names of the Channel, trade names and marks, service marks, logos and characters used inconnection with the Channel, titles or programmes on Channel, the corporate names of RMG OperationsLimited and Sky and any other names used from time to time are, as between us and you, our exclusive prop-


SB/TC/RTV/0119

SB/TC/RTV/0119

15. VARIATION OF THE AGREEMENT

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

16. TERMINATION

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

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

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

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

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

16.2 We may terminate this Agreement at any time:

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

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

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

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

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

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

17. RIGHT TO TRANSFER AGREEMENT

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

18. NOTICES

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

PO Box 1805LivingstonWest LothianEH54 7XG

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

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

19. DATA PROTECTION

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

20. MISCELLANEOUS

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

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

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

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

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

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

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

21. LAW AND TERRITORY

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

Correct at time of going to print - November 2018

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