BBC World News Cable RIO - BBC Channel Partners
BBC World News Cable RIO - BBC Channel Partners
BBC World News Cable RIO - BBC Channel Partners
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REFERENCE INTERCONNECT OFFER OF <strong>BBC</strong> WORLD (INDIA) PRIVATE LIMITED (“BWIPL”) FOR<br />
INTER CONNECTION IN NON ADDRESSABLE SYSTEMS WITH MULTI SYSTEM OPERATORS AND/<br />
OR CABLE OPERATORS<br />
A. TECHNICAL TERMS AND CONDITIONS FOR INTER CONNECTION:<br />
1. Details of the transmission of the <strong>Channel</strong> and name of the satellite hired for down<br />
linking of the channel:<br />
Currently Pan Am Sat – 10 (PAS – 10)<br />
2. Orbital Location:<br />
68.5°E<br />
3. Type and No. of transponder(s) with bandwidth:<br />
C-Band, Transponder 17, 5Mbps<br />
4. Signal strength in primary zone over India:<br />
41dBw<br />
5. Down linking frequency:<br />
3974MHz<br />
6. Details of the make and module of the digital satellite receiver:<br />
The channels can be down linked using a standard Thomson ADT 1400 Digital Satellite<br />
receiver<br />
7. Format of the <strong>Channel</strong>:<br />
The satellite signal of the Service shall be in standard PAL or NTSC format as<br />
designated by BWIPL and have one or more audio tracks. BWIPL will notify the<br />
Service Provider the designated satellite for use by the Service Provider to downlink<br />
the Service. BWIPL may change the satellite or transponder used to deliver the<br />
Service or change any technical standards applicable to that delivery. BWIPL will<br />
notify to the Service Provider of any such change.<br />
B. COMMERCIAL TERMS AND CONDITIONS FOR INTER CONNECTION:<br />
1. Service Providers pay to BWIPL the Subscription Fee on a periodic basis in advance or<br />
arrears on or before the first/ last day of each interval as mutually agreed between<br />
both the parties. The Subscription Fee for the Service as on date is as follows:<br />
Subscription Fee = Subscriber Base x INR 5.35 per month.<br />
The Subscription Fee payable by the Service Provider to BWIPL shall accrue on daily<br />
basis and accordingly, if the Term begins or ends other than the first or last day of a<br />
calendar month, BWIPL shall be entitled to receive a pro-rata portion of the<br />
Subscription Fee in respect of that calendar month.<br />
2. Subscription Fee shall be paid by way of a demand draft/ pay order drawn in favour of<br />
BWIPL.<br />
3. Any amounts not paid by the Service Provider by the date payment is due shall accrue<br />
interest at the rate of one percent (1%) per month compounded monthly or at the<br />
highest lawful rate, whichever shall be the lesser, from the date such amounts were<br />
due until they are paid.<br />
C. CONTRACTUAL TERMS AND CONDITIONS FOR INTER CONNECTION:<br />
Please refer to the standard format of the contract entered by BWIPL with MSO’s and<br />
other Service Providers attached herewith as ANNEXURE- A.
Annexure A<br />
<strong>BBC</strong> WORLD NEWS AGREEMENT<br />
This Agreement is executed on this............................... day of …………………….… 20…. by and<br />
between:<br />
<strong>BBC</strong> WORLD (INDIA) PRIVATE LIMITED, a company incorporated under the Companies Act, 1956<br />
and having its principal place of business at E-21, Hauz Khas Market, New Delhi -110 016through its<br />
authorized representative (hereinafter referred to as “BWIPL”)<br />
1.1<br />
1.1 AND<br />
Name............................................…………………………………………<br />
Designation ………….…………......………………..………<br />
M/s………………………….......................................................................……….......……………………………………<br />
…<br />
Address.....................................................................................................………………………..………………<br />
…………<br />
City………………...................................District……………………….....................<br />
State………… …………………Pin…….……… Telephone No: STD Code<br />
(……………) …………………………………Fax No. STD Code (……………) …………………………<br />
E-mail……………………………………………………Mobile No.: ….………………………...…….<br />
Through himself/herself or his/her/its authorized representative (hereinafter referred to as the<br />
“Affiliate”)<br />
The above are hereinafter individually and collectively referred to as “Party” or “Parties”<br />
respectively.<br />
The expressions BWIPL and Affiliate, unless it be repugnant to the meaning or context thereof,<br />
shall be deemed to mean and include their respective nominees, heirs, successors, administrators,<br />
executors, assigns.<br />
I. DETAILS OF THE AFFILIATE<br />
Office Address : ……………………………………………………………………………………………………………<br />
…………………………………………………………………………………………………………………………………<br />
II. AREA OF OPERATION (s) Served:<br />
Block……………………………………………………..Colony………….……………………City<br />
District……..……………………State……………………………………India<br />
(Excluding Hotels, Bars, Restaurants, Cinema Halls/Theatres and the like)<br />
III. SATELLITE RECEIVER DECODER<br />
(1) It is expressly recognized between the Parties hereto that BWIPL shall, at the request of<br />
the Affiliate, supply or cause to be provided to the Affiliate the Satellite Receiver Decoder<br />
(hereinafter referred to as “SRD”) directly or through suppliers nominated by it. The<br />
Affiliate shall return the SRD upon expiry or early termination of this Agreement and shall
observe all the terms and conditions contained herein. BWIPL will charge a one time, non<br />
refundable administration fee of INR 2500 from the Affiliate for:<br />
- the delivery of the SRD at the premises of the Affiliate;<br />
- activation of the SRD such that the signals of the channel are received;<br />
- maintenance of the SRD;<br />
- de-activation of the SRD at the termination of the Agreement;<br />
In the event that the SRD is found damaged due to negligence of the Affiliate, the Affiliate<br />
shall at its own cost and expense be responsible for restoring the SRD into good working<br />
condition. Upon the Affiliate failing to restore the SRD into good working condition, BWIPL<br />
shall have the right to recover the amount of damage.<br />
(2) BWIPL shall at all times remain the sole and absolute owner of the SRD and shall exercise<br />
all control over the usage of the SRD.<br />
(3) The SRD shall be installed at the address mentioned in Article I, above.<br />
NOW THIS DEED WITNESSETH BETWEEN THE PARTIES HERETO AS PER THE GENERAL<br />
TERMS AND CONDITIONS HEREINAFTER APPEARING:<br />
IV. GENERAL TERMS AND CONDITIONS<br />
1. DEFINITION<br />
(a) In this Agreement (including Articles I to III above) unless the context requires<br />
otherwise, the following words and expressions shall have the meanings set out herein<br />
below:<br />
"Agreement" Shall mean this Agreement and all annexures /addendums hereof as<br />
amended/added from time to time;<br />
“Area” Shall mean the area for distribution of the Service by the Affiliate<br />
more particularly described in Article II above;<br />
“Basic Service” Shall mean a television service package which is distributed by the<br />
“Distribution<br />
System”<br />
“Effective Date”<br />
Affiliate to all of the subscribers of a cable system for the lowest<br />
price charged by the Affiliate for a package of programming services<br />
and without obligation or liability to purchase any other service or<br />
package of services;<br />
Shall mean the local [analogue/digital] cable distribution system<br />
used by the Affiliate to distribute the Service in the Area;<br />
Shall mean [ ];<br />
“Service” Shall mean the channel currently known as “<strong>BBC</strong> <strong>World</strong> <strong>News</strong>”<br />
‘<strong>Channel</strong> ” provided by BWIPL<br />
“Subscriber” Shall mean and include each individual dwelling (whether a single<br />
family home or in a multi resident building) or other location within<br />
the Area, which is connected to the Distribution System. In respect<br />
of each location with multiple dwellings each dwelling receiving the<br />
Service shall be one Subscriber. Notwithstanding the above, a<br />
Subscriber shall also mean and include any individual dwelling having
multiple television sets and being charged for each television set<br />
separately by the Affiliate. In respect of each television set, each<br />
television set shall be deemed to be an individual Subscriber;<br />
“Subscriber Base” shall mean the number of Subscribers as stated in Clause 3 of the<br />
“ Subscription<br />
Fee”<br />
Agreement in respect of which payment shall be made by the<br />
Affiliate to BWIPL;<br />
shall mean the subscription fee as specified in Clause 4 (a) of the<br />
Agreement;<br />
“Term” Shall mean term of this Agreement as specified in Clause 12 of this<br />
Agreement.<br />
(b) Unless the context requires otherwise, any reference to the singular in this Agreement shall<br />
include a reference to the plural and vice versa and words importing one gender only shall<br />
include all other genders and the word person shall include corporations, partnerships and<br />
any other entity.<br />
2. NON EXCLUSIVE RIGHT<br />
BWIPL grants to the Affiliate from the Effective Date a non-exclusive right to re-transmit<br />
and distribute the Service in the Area through the Distribution System for reception by the<br />
Subscribers during the Term, subject to the Affiliate paying the Subscription Fee and<br />
complying with the terms and conditions of this Agreement. The Affiliate agrees to<br />
provide the Service to all its Subscribers as part of the Basic Service.<br />
3. SUBSCRIBER BASE<br />
The Subscriber Base for _______ period from the Effective Date will be<br />
……………..……subscribers.<br />
4. SUBSCRIPTION FEE<br />
(a) On signing, the Affiliate shall pay to BWIPL the Subscription Fee for the first month /<br />
quarter / biannual / annual from the Effective Date during the term of the Agreement.<br />
Thereafter, the Affiliate shall pay the Subscription Fee to BWIPL, monthly / quarterly /<br />
biannually / annually in arrears in advance. In case of the multi system operator, the<br />
Subscription Fee shall be payable on monthly basis, on or before the 7 th day of each<br />
month. In case of the individual system operator, the Subscription Fee shall be payable<br />
on quarterly basis, on or before the last day of the first month of each quarter. The<br />
Subscription Fee for the Service will be as follows:<br />
Subscriber Base X INR. 5.35/- per month<br />
The Subscription Fee payable by the Affiliate to BWIPL shall accrue on a daily basis and<br />
accordingly, if the Term begins or ends other than on the first or last day of a calendar<br />
month, BWIPL shall be entitled to receive a pro-rata portion of the Subscription Fee in<br />
respect of that calendar month.
(b) The Subscription Fee shall be paid either (i) by way of a demand draft/cheque/ pay order<br />
drawn in favour of <strong>BBC</strong> <strong>World</strong> (India) Pvt. Ltd.; or (ii) by direct transfer into the following<br />
bank account at the following address:<br />
<strong>BBC</strong> <strong>World</strong> (India) Pvt. Ltd.<br />
(i) The Hong Kong and Shanghai Banking Corpo. Ltd A/c no- 051-792018-003<br />
Birla Towers- 25 Barakhamba Road,New Delhi 110 001<br />
NEFT / RTGS code- HSBC0110002<br />
Swift Code - HSBCINBB<br />
(c) The Affiliate shall in addition to the above payments be liable to pay any applicable taxes<br />
due in respect of payments to be made by the Affiliate in return for the provision<br />
by BWIPL of the Service. The Affiliate shall be entitled to deduct from the amount of<br />
Subscription Fee payable to BWIPL any applicable tax required to be deducted provided<br />
that such deductions will, if required, be adequately evidenced to BWIPL.<br />
(d) At BWIPL's request, the Affiliate shall permit BWIPL or its representatives to review,<br />
during the Term (no more than once each calendar year) such records of the Affiliate as<br />
are reasonably necessary to audit whether the correct amounts of Subscription Fee have<br />
been paid upon reasonable advance written notice and during normal business hours at<br />
the Affiliate's offices. Such review shall be at BWIPL's sole cost and expense and the<br />
information and process shall be subject to the confidentiality provisions of this<br />
Agreement. In the event any such audit reveals an underpayment in excess of two percent<br />
(2%) of the total payment actually due for the period in question, the Affiliate shall pay<br />
the full amount of underpayment alongwith the interest calculated at the rate of one<br />
percent (1%) per month compounded monthly or at the highest lawful rate and the full<br />
cost of the audit to BWIPL immediately.<br />
(e) Any amounts not paid by the Affiliate by the date payment is due shall accrue interest at<br />
the rate of one percent (1%) per month compounded monthly or at the highest lawful<br />
rate, whichever shall be the higher, from the date such amounts were due until they are<br />
paid.<br />
5. OBLIGATIONS OF THE AFFILIATE<br />
(a) The Affiliate shall, at its own expense and cost, cause the Service to be received only from<br />
the satellite(s) designated by BWIPL and shall ensure distribution throughout the Area on<br />
a full time, separate, dedicated channel for reception by all Subscribers. The Affiliate shall<br />
be responsible, at its sole cost and expense, for obtaining all licenses and permits<br />
necessary for the foregoing and only the Affiliate shall be responsible for any violation /<br />
non observance of any statute enforceable in the concerned area pertaining to the subject.<br />
(b) The Affiliate shall use its best efforts to maintain high quality of signal transmission for the<br />
Service. The Affiliate further agrees and undertakes that it shall cause continuous<br />
distribution of the Service to all of its Subscribers during its telecast without blocking it out,<br />
altering, editing or interfering with it in any manner whatsoever.<br />
6. REPRESENTATION AND WARRANTIES OF THE AFFILIATE<br />
The Affiliate undertakes, represents and warrants to BWIPL that:<br />
(a) It has a requisite right, power and authorities to enter into this Agreement and to fully<br />
perform its respective obligations hereunder, and the person signing on behalf of the<br />
Affiliate is duly authorised for the same.
(b) It shall comply with all laws and regulations with respect to distribution of the<br />
Service in terms of this Agreement and it shall pay all charges, levies, taxes and duties<br />
imposed on or charged to the Affiliate under any applicable law, rules and regulations or<br />
government orders including entertainment tax etc. in relation thereof.<br />
(c) It shall pay all duties, taxes and other outgoings payable in respect of the SRD as and when<br />
the same becomes due and shall always keep BWIPL fully indemnified against all such<br />
costs and payments.<br />
(d) It shall submit to BWIPL a copy of his/her/its registration under the <strong>Cable</strong><br />
Television Networks (Regulation) Act, 1995 as a cable operator along with a copy of their<br />
registrations, as and when requested by BWIPL. The Affiliate further confirms that it shall<br />
maintain such registration in full force and shall duly inform BWIPL in the event of any<br />
changes or termination in its registrations.<br />
(e) It shall not remove/shift the SRD from the agreed Address detailed in Article I<br />
above, without the prior written consent of BWIPL and it acknowledges that BWIPL shall<br />
have the right to verify the location of the SRD without notice to Affiliate.<br />
(f) It shall not remove, modify or tamper with the SRD including the SRD serial<br />
number, which is…………….. , the seal (paper seal to prevent opening of the SRD) or any<br />
signals emanating therefrom, in a manner that prevents the identification of the SRD or<br />
interferes with the signals emanating therefrom. Any such act by the Affiliate shall be<br />
construed as a willful default on the part of the Affiliate in addition to breach of its<br />
contractual obligations hereunder. It shall immediately notify the regional / head office of<br />
BWIPL in the event of any mechanical/ technical fault in the SRD.<br />
(g) It shall not use any decoding/receiving equipment for providing the Service except<br />
in terms as provided in this Agreement, and shall not use such SRD for any use except in<br />
connection with receiving the Service.<br />
(h) It shall not pledge, encumber, transfer or in any way part with the possession of the SRD<br />
without the prior written consent of BWIPL and it shall fully indemnify BWIPL against any<br />
damage, destruction or theft or loss of the SRD.<br />
(i) It shall neither itself, nor authorise others to, copy, tape or otherwise reproduce<br />
any part of the Service, without BWIPL’s prior written permission. It shall not copy, tape,<br />
record, and duplicate the Service or programmes for resale or sub-licensing in any<br />
manner. It shall immediately notify BWIPL of any unauthorized copying, taping or use of<br />
any part of the Service by any person and shall fully co-operate with all requests by BWIPL<br />
to take such steps as are reasonable and appropriate to cause such activities to cease. It<br />
shall not distribute or exhibit or authorise, license or permit the distribution or exhibition<br />
of, the Service by any means or devices now known or hereafter devised, other than<br />
throughout the Area. It shall not, without BWIPL’s prior written consent, distribute the<br />
Service via any distribution system or medium not covered by this Agreement. Further,<br />
the Affiliate shall not distribute to any hotels, restaurants, bars, hospitals, cinema halls,<br />
theaters or any other public viewing areas in its Area of distribution, without prior written<br />
consent of BWIPL.<br />
(j) It has the appropriate net worth, good and paying Subscriber Base as mentioned in Clause<br />
3 above, necessary infrastructure including office, support staff and the equipment for<br />
running the distribution operations smoothly and efficiently and discharging its entire<br />
obligations under this Agreement. The Affiliate recognizes that the Affiliate has been<br />
appointed hereunder based, among others, on the above mentioned representations and
its confirmations under this Agreement and the obligations to be discharged are for the<br />
Term.<br />
It is expressly recognized between the Parties that any breach of the above<br />
Clauses 6 (a) to (j) shall constitute an event of default under this Agreement and shall<br />
entitle BWIPL to disconnect the Service and terminate this Agreement immediately.<br />
Notwithstanding the above, in event of default of the nature mentioned in Clause 6 (a),<br />
(b), (c) and (j) above, BWIPL may send a written notice to the Affiliate intimating him<br />
about the breach who shall within thirty (30) days of being notified of the same by<br />
BWIPL, remedy the breach. Failure of affiliate to remedy the breach shall entitle BWIPL to<br />
disconnect the Service and terminate this Agreement forthwith.<br />
7. REPRESENTATIONS AND WARRANTIES OF BWIPL<br />
BWIPL represents and warrants to the Affiliate that it has the requisite power and<br />
authority to enter into this Agreement and to fully perform its obligations hereunder.<br />
8. FORMAT<br />
The satellite signal of the Service shall be in standard PAL or NTSC format as designated by<br />
BWIPL and have one or more audio tracks. BWIPL will notify the Affiliate the designated<br />
satellite for use by the Affiliate to downlink the Service. BWIPL may change the satellite or<br />
transponder used to deliver the Service or change any technical standards applicable to<br />
that delivery. BWIPL will notify to the Affiliate any such change.<br />
9. PROGRAMMING OPTIONS<br />
(a) BWIPL shall have the sole right and privilege to determine which programmes,<br />
advertisements, messages and the like shall be included in the Service and the Affiliate<br />
agrees and undertakes to distribute the Service in its entirety as and how it is delivered by<br />
BWIPL, without any cutting, editing, dubbing, scrolling, tikker tape, substituting or any<br />
other modification, alteration, additions, deletion or variation, whatsoever.<br />
(b) Any violation/breach of this Clause shall entitle BWIPL to terminate this Agreement in<br />
terms of Clause 13 (b) below.<br />
(c) BWIPL makes no warranty as regards the continuation of the Service for the entire term<br />
of this Agreement.<br />
10. INTELLECTUAL PROPERTY RIGHTS<br />
(a) The Affiliate shall use its best efforts to promote an awareness of the Service among its<br />
Subscribers and potential Subscribers.<br />
(b) The Affiliate acknowledges that all trade names and marks including “<strong>BBC</strong> <strong>World</strong> <strong>News</strong> ”<br />
logo (and the names of certain programs which appear in the Service) are and shall<br />
remain the exclusive property of BWIPL or its affiliated entities, its programme suppliers,<br />
as the case may be, and that the Affiliate has not and will not acquire any proprietary<br />
rights therein by reason of this Agreement. BWIPL or its affiliated entities shall have the<br />
sole discretion to approve the use of such trade names or marks by the Affiliate with<br />
respect to the programmes included in the Service. The Affiliate shall keep fully<br />
confidential and shall not publish or disseminate any material/information, which violates
any conditions imposed by BWIPL or its programme suppliers and disclosed to the Affiliate<br />
by BWIPL for the purpose of this Agreement.<br />
(c) The Affiliate further undertakes to sign and execute a separate trade mark licence<br />
agreement with the <strong>BBC</strong> in relation to its “<strong>BBC</strong> <strong>World</strong> <strong>News</strong>” logos at the time of<br />
execution of this Agreement in the form appended to this Agreement.<br />
11. INDEMNITY AND THIRD PARTY CLAIMS<br />
(a) The Parties hereto shall indemnify and forever hold harmless the other Party and its<br />
affiliated companies,<br />
officers, directors, employees and agents from all liabilities, claims, costs, damages and<br />
expenses (including, without limitation, reasonable counsel fees of counsel of the other<br />
Party’s choice) arising out of any breach or claimed breach of any representation and<br />
warranties set out hereunder or any of its obligations pursuant to this Agreement.<br />
(b) In no event will BWIPL or its affiliated entities, be liable for (a) any direct damages<br />
exceeding the amount of one month’s Subscription Fee paid by the Affiliate to BWIPL ; (b)<br />
any loss of profits, loss of use, business interruption, loss of goodwill, cost of cover or<br />
indirect, special, incidental or consequential damages of any kind in connection with or<br />
arising out of this Agreement, whether alleged as a breach of contract or tortuous<br />
conduct, including negligence, and even if Affiliate has been advised of the possibility of<br />
such damages.<br />
(c) Except as herein provided to the contrary, neither Party shall have any rights against the<br />
other Party, for claims by third persons or for the non-operation of facilities or the non-<br />
furnishing of the Service.<br />
(d) BWIPL makes no representations or warranty as to whether or not the Service or any of<br />
its content requires any governmental consent or approval nor as to whether or not the<br />
Service complies with laws and regulations of any governmental and other authorities for<br />
its distribution.<br />
(e) BWIPL shall not be liable to compensate any party for any breaks in reception,<br />
12. TERM<br />
deterioration in reception of the Service or deviation from any program schedule<br />
previously provided to the Affiliate by BWIPL or as may be published by BWIPL.<br />
The Agreement shall be valid from effective date until ………, unless terminated earlier by<br />
either party in terms of this Agreement.<br />
13. TERMINATION<br />
(a) Without prejudice to the rights of termination set forth elsewhere in this Agreement,<br />
either Party may terminate this Agreement at any time by giving fifteen (15) days notice<br />
to the other Party in the event of bankruptcy or insolvency of the other Party and/or<br />
material breach of any undertaking, obligations given by the other Party.<br />
(b) Notwithstanding the provisions of Clause 13 (a) above, BWIPL shall have the right to<br />
forthwith terminate this Agreement, upon the occurrence of any of the following:<br />
(i) Breach of the Representations and Warranties set out in Clause 6 above;<br />
(ii) Breach of Clause 9 above;<br />
(iii) Non payment of Subscription Fees.
(c) Notwithstanding the above provisions, BWIPL may forthwith terminate this Agreement, at<br />
any time, without liability, upon notice to the Affiliate, if it believes in good faith and<br />
reasonable judgement that it is threatened by or may be subject to legal, governmental or<br />
other adverse action, under applicable treaties, tariffs, laws, rules regulations or orders,<br />
that may restrict the right of BWIPL to provide the Service or any part thereof to the<br />
Affiliate or limit the Affiliate’s right or authorization to offer the Service. BWIPL may also<br />
terminate this Agreement at any time without any liability, if BWIPL exercises its<br />
discretion to discontinue the Service in the Area.<br />
14. EFFECTS OF TERMINATION<br />
(a) BWIPL’s rights to termination of Agreement shall be without prejudice to BWIPL’s rights<br />
to any claims under this Agreement, injunctive relief’s and other remedies available in law.<br />
(b) Upon the termination of this Agreement, with or without notice, the Affiliate shall<br />
immediately pay to BWIPL all outstanding payments and/or other sums, whatsoever that<br />
may be due to BWIPL under this Agreement.<br />
(c) Immediately upon termination of this Agreement, on expiry of the term or earlier<br />
termination, the Affiliate shall also promptly return the SRD to BWIPL or its duly<br />
authorised representative in a good working condition and after rectifying the defects (if<br />
any) to the satisfaction of BWIPL.<br />
15. DISCRETION OF BWIPL AFTER TERMINATION<br />
Upon the termination of this Agreement for any reason whatsoever, BWIPL may at its sole<br />
discretion revive this Agreement and reconnect the Service subject to such terms and<br />
conditions as are deemed fit by BWIPL. This reconnection of the Service and revival of<br />
this Agreement shall be communicated by BWIPL vide a letter for reconnection<br />
stating/mentioning therein the reconnection charges and acceptance thereof by the<br />
Affiliate.<br />
16. GENERAL<br />
16.1 Entire Understanding<br />
This Agreement contains the entire understanding both express & implied between the<br />
Parties with respect to the subject matter covered and supersedes any previous<br />
agreements between the Parties regarding such subject matter.<br />
16.2 Governing Law and Arbitration<br />
16.2.1 The substantive rights and obligations of the parties under this Agreement shall be<br />
governed by the Indian Law.<br />
16.2.2 The Affiliate agrees that it shall not seek injunctions or other interim/ad-interim orders<br />
from any court or judicial authority/ tribunal in India save and except the Telecom<br />
Disputes Settlement and Appellate Tribunal, New Delhi (“TDSAT”) appointed under the<br />
Telecom Regulatory Authority of India Act, 1997. The Parties agree that all disputes<br />
between the parties relating to the issues arising under this Agreement shall be resolved<br />
solely through the proceedings instituted before the TDSAT.<br />
16.3 No Agency
Neither the Affiliate nor BWIPL shall be or hold itself out as the agent of the other under<br />
this Agreement. No Subscribers shall be deemed to have any privity of contract or direct<br />
contractual or other relationship with BWIPL by virtue of this Agreement or by BWIPL’s<br />
delivery of the Service to the Affiliate.<br />
16.4 Binding Nature<br />
All the obligations and benefits arising under this Agreement shall pass to and be binding<br />
on the respective assigns, transferees and successors of the Parties hereto.<br />
16.5 Modifications<br />
This Agreement cannot be modified, varied or terminated orally and any variation of this<br />
Agreement shall be mutually agreed in writing and executed by or on behalf of the Parties.<br />
However, BWIPL retains the right to amend the terms of this Agreement at any time by<br />
notifying the Affiliate in writing and the Affiliate shall adhere to such amendments or<br />
variation.<br />
16.6 No waiver<br />
No waiver by any Party of any default with respect to any provision, condition or<br />
requirement hereof shall be deemed to be a waiver of any other provision, condition or<br />
requirement hereof. No delay or omission of any Party to exercise any right hereunder on<br />
one occasion in any manner shall impair the exercise of any such right on any other<br />
occasion.<br />
16.7 Assignment<br />
16.8 Notices<br />
The Affiliate shall not have the right without the prior written consent of BWIPL, to assign<br />
or transfer this Agreement or any of its rights or obligations with respect to the Area. Any<br />
assignment in violation of the foregoing sentence shall be null and void without effect.<br />
BWIPL shall at any time be entitled to assign or transfer this Agreement (or any part<br />
thereof) to the <strong>BBC</strong> or any <strong>BBC</strong> subsidiary or company or entity wholly or partly owned by<br />
any member of the <strong>BBC</strong> group of companies and in such event all of the representations,<br />
warranties and undertakings on the part of the Affiliate contained in this Agreement shall<br />
inure for the benefit of the <strong>BBC</strong> or <strong>BBC</strong>’s subsidiary and if the <strong>BBC</strong> or such subsidiary<br />
undertakes direct with the Affiliate to comply with the obligations of BWIPL to the<br />
Licensee (but not otherwise) then with effect from the date of such undertaking BWIPL<br />
shall have no further liability to the Licensee.<br />
All notices given hereunder shall be given in writing, by personal delivery, mail, Registered<br />
Post AD., facsimile or telex or electronic mail at the respective address of the Affiliate and<br />
BWIPL set forth above, unless either party at any time or times designates another<br />
address for itself by notifying the other Party thereof by Registered AD. Post only, in<br />
which case all notices to such Party shall thereafter be given at its most recent address.<br />
Notice given by mail shall be deemed given on the date of mailing thereof with postage<br />
prepaid. Notice given by facsimile or telex shall be deemed given upon sending.
16.9 Rights of BWIPL<br />
Except as specifically provided in this Agreement, all rights to the Service and its contents<br />
are specifically reserved to BWIPL, and may be freely exercised and exploited by them by<br />
any means, locations and in any manner whatsoever.<br />
16.10 Notwithstanding anything stated elsewhere in this Agreement, in event of any conflict<br />
between any term contained herein and any applicable law or rules and regulations made<br />
thereunder, the relevant term of this Agreement shall stand amended in accordance with<br />
such relevant law or rules and regulations.<br />
IN WITNESS WHEREOF the Parties hereto agree to the foregoing Terms and the General Terms<br />
and Conditions and have executed this Agreement on the day, month and year mentioned<br />
hereinabove.<br />
For and on behalf of For and on behalf of<br />
THE AFFILIATE <strong>BBC</strong> WORLD (INDIA) PRIVATE LIMITED<br />
For M/s. …………………………<br />
Signature ………………………… Signature………………………………<br />
Name ………………………………. Name ………………………………..<br />
Title ……………………………….. Title ………………………………....<br />
WITNESSES<br />
1.<br />
2.