Specific Terms and Conditions for International Satellite Television Occasional Service

Transcription

1 Specific Terms and Conditions for International Satellite Television Occasional Service 1. SPECIFIC TERMS & CONDITIONS 1.1 The Company and the Customer agree to be bound by these Specific Terms for International Satellite Television Occasional Service (the Service ). Where applicable, these Specific Terms are incorporated into and made a part of the master services agreement and/or other general terms and conditions between the Company and the Customer (the Service Agreement ). Any capitalized terms used herein, and not otherwise defined shall have the meaning set forth in the Service Agreement. 2. THE SERVICE 2.1 The Company will supply the Service following receipt from the Customer of an application for the Service and notification by the Company to the Customer that it will provide the Service requested in the application. 2.2 The Customer must notify the Company of its requirements for the Service in accordance with the Company's standard ordering procedures for the Service. 2.3 The Company will use its reasonable endeavors to supply the Service for the Service Period. 2.4 The Customer agrees that: the Service is subject to the availability of the local video circuit, the Transponder Capacity in accordance with these Specific Terms and Conditions; the Company will have no liability for any loss that may be suffered by any person as a result of the Company failing to meet a proposed Service Commencement Date and Time; the quality of the Services will depend on the technical and operational quality of the Transponder Capacity, and the local video circuit. 3. COMPRESSION EQUIPMENT 3.1 Unless otherwise agreed by the Company, the Company will provide the Compression Equipment required in relation to the Service. 4. TRANSPONDER CAPACITY 4.1 The Customer may either obtain the Transponder Capacity by: arranging for the provisioning of the Transponder Capacity directly with a Satellite Operator; or appointing the Company as the agent of the Customer to acquire the Transponder Capacity from a Satellite Operator on the Customer's behalf in accordance with clause 5.

2 4.2 If the Customer decides to directly arrange to acquire the Transponder Capacity from a Satellite Operator it must ensure that: the Transponder Capacity is installed, tested and made available by the proposed Service Commencement Date, the Transponder Capacity conforms to the Company's technical standards and requirements for the Service; and the Satellite Operator deals directly with and provides reasonable assistance to the Company in relation to the connection and the interworking of the Transponder Capacity and the Service. 4.3 If the Customer wishes the Company to arrange for the Transponder Capacity to be provisioned: it will notify the Company of that request; the Company may elect if it wishes to arrange the Transponder Capacity; and if the Company elects to arrange the Transponder Capacity, it is appointed as the agent of the Customer to enter into such arrangements with the Satellite Operator as may be necessary in accordance with clause The Customer will be directly responsible to the Satellite Operator for all charges levied by the Satellite Operator for the Transponder Capacity and any other services or equipment provided by the Satellite Operator. 5. THE COMPANY ACTING ON BEHALF OF THE CUSTOMER 5.1 If the Company is appointed to act as the Customer's agent and arrange for the provision, on the Customer's behalf, of the Transponder Capacity by the Satellite Operator: (d) the Company will have authority to place the order with the Satellite Operator on that operator's tariffed terms and conditions for such telecommunications services including charges; the Customer will contract as principal directly with the Satellite Operator on its applicable terms and conditions; the Company does not warrant that it will always be able to obtain and is under no duty to ensure that the Customer obtains the best terms and conditions offered by the Satellite Operator at any time; and the Customer indemnifies the Company against any liability to the Operator in respect of its dealings with the Satellite Operator in relation to the provision of the Transponder Capacity as the case maybe. 6. CUSTOMER OBLIGATIONS 6.1 The Customer must:

3 use the Service solely to transmit one way video and audio signals relating to the business carried on by the Customer and associated data, and control signals that are necessary to transmit the video and audio signals; and comply with all technical specifications notified by the Company from time to time. 6.2 The Service must be used by the Customer or its Affiliates and must not directly or indirectly be used by any other person (whether for gain or otherwise). 6.3 The Customer is responsible for the Transmission Content. 6.4 The Customer must: comply with the Code of Practice; take all reasonable steps to ensure that the Transmission Content conforms to the law of the receiving territories and any programming and advertising standards as may be issued from time to time by any Governmental Agency in the receiving territories; provide the Government of the Hong Kong Special Administrative Region promptly with such information, in a format to be prescribed by the Government of the Hong Kong Special Administrative Region as may reasonably by required be the Government of the Hong Kong Special Administrative Region from time to time in order to establish and verify: (i) (ii) (iii) that the Customer is (and remains) a fit and proper person; the nature of the programmes and material broadcast or supplied as part of the Transmission Content; and that the Transmission Content is or is not intended for reception in Hong Kong; (d) (e) promptly provide for examination by the Government of the Hong Kong Special Administrative Region, such recordings of programmes broadcast or supplied as part of the Transmission Content, as the Government of the Hong Kong Special Administrative Region may require within 90 days of that broadcast or supply; and ensure that its financing through advertising revenues does not rely principally on the Hong Kong advertising market. 7. REFUNDS FOR INTERRUPTIONS 7.1 If the Service: is Unavailable for a period of more than 5 consecutive minutes (measured from the time the Unavailability is reported to the Company by the Customer);

4 the Customer notifies the Company of the Unavailability and claims a credit within 30 days of date of the Unavailability; and the Company verifies and confirms the period of Unavailability. 7.2 The Company will credit the proportion of the Charges relating to the period of Unavailability to the Customer's account. 7.3 The credit will be offset against further Charges payable in relation to the Service. The Customer will not receive a credit in the form of cash. 7.4 A claim for a credit is the Customer's sole and exclusive remedy in relation to any Unavailability of the Service. 8. TERMINATION 8.1 The Company may immediately terminate all or part of the Service or Agreement at any time by written notice to the Customer if the Company is directed to do so by a government agency. 9. DEFINITIONS 9.1 Unless the context otherwise requires the following words have the meanings given to them in this clause. Authorised Destination means a destination outside Hong Kong that the Company has approved as a destination to and from which the Service is provided, as notified by the Company from time to time. Code of Practice means the Programme Standards for Broadcasters and/or Programme Suppliers Uplinked through the Company and the Adverting Standards for Broadcasters and/or Programme Suppliers Uplinked through the Company as amended from time to time. Compression Equipment means Encoders, Decoders and any other compression equipment provided by the Company. Decoder means equipment that converts digital signals to analogue signals. Earth Station means the Company's satellite earth station or such other premises used in relation to the Service as designated by the Company from time to time. Encoder means equipment that converts analogue signals to digital signals. Satellite Operator means the owner and operator of the Transponder Capacity. Service Commencement Date and Time means the specific date and time that the Service is proposed to be commenced. Service Period means the period of time that the Company agrees to supply the Service. Transmission Content means any communications in any form transmitted via

5 the Service. Transponder Capacity means the satellite transponder capacity approved by the Company to which the Earth Station transmits and from which the Earth Station receives Transmission Content. Unavailable or Unavailability means any interruptions or failure in the Service due to a failure in the Company's equipment other than due to a Force Majeure, or any equipment provided by the Customer or any act or omission of the Customer.