Terms & Conditions of Service

BACKGROUND

(A) UKRP provides certain services which allow viewers/listeners to access content and services using broadband or mobile Internet connection in certain digital terrestrial enabled televisions, set-top boxes, mobile devices and other hardware.

(B) The Broadcast Partner is in the business of the operation and/or distribution of radio channels and other audio-visual content across various media platforms.

(C) For the purposes of providing Radio Portal services and distributing radio channels to the UK Connected TV and mobile device market, UKRP wishes to provide the UKRP Service (as hereinafter defined) to the Broadcast Partner so that the Broadcast Partner Service (as hereinafter defined) can be made available via compliant digital terrestrial enabled televisions, set-top boxes, mobile devices and other hardware on the terms and conditions of this Agreement.

IT IS AGREED as follows:

1. The terms and conditions of this Agreement shall apply to the provision of the UKRP Service as described in this Agreement.
2. The Broadcast Partner Service will be operated in accordance with Schedule 2, and in accordance with the OfCom Broadcast Code.
3. The Broadcast Partner Service holds the Applicable Licence(s), (such as the relevant OfCom and/or copyright licences), a copy of which will be provided to UKRP.
4. The Broadcast Partner’s address for serving of notices is as shown on the UKRP invoice.
5. UKRP’s address for serving of notices is as shown on the UKRP invoice.

TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATION

1.1. The definitions of words and expressions used in this Agreement are set out in Schedule 1 and Schedule 3 – item 4 Glossary.

1.2 The headings in this Agreement are for convenience only and shall not affect its interpretation.

1.3. Any references in this Agreement to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

1.4. Words in the singular shall include the plural and vice versa. References to a “person” shall include any individual, firm, unincorporated association or body corporate.

1.5. Where words “include(s)”, “including” or “in particular” are used in this Agreement, they are deemed to have the words “without limitation” following them.

1.6. References in this Agreement to clauses and Schedules shall be to clauses of and the schedules to this Agreement. The Schedules form part of and shall be deemed incorporated in this Agreement.

2. RIGHTS AND OBLIGATIONS OF THE BROADCAST PARTNER

2.1. The Broadcast Partner shall be responsible for the provision of the Broadcast Partner Service throughout the Term.

2.2. The Broadcast Partner shall obtain and maintain throughout the Term any Applicable Licence that may be required and comply with such Applicable Licences and all applicable Laws in respect of the transmission and distribution of the Broadcast Partner Service. The obligations of UKRP hereunder are subject to the Broadcast Partner providing to UKRP evidence that the Broadcast Partner holds and maintains the Applicable Licences required for the provision of the Broadcast Partner Service. The Broadcast Partner shall notify UKRP immediately in the event that any Applicable Licence is withdrawn or terminated.

2.3. The Broadcast Partner shall adopt and implement such procedures as are necessary to ensure compliance by the Broadcast Partner and its staff with any Applicable Licence for the Broadcast Partner Service and all applicable Laws. Without prejudice to the generality of the foregoing, the Broadcast Partner shall be responsible for ensuring that where the Broadcast Partner Service includes any content which can only be made available subject to compliance with certain access conditions, whether as to timing (such as watershed requirements), age verification and/or password access or otherwise, that such access conditions are met.

2.4. The Broadcast Partner acknowledges that it is solely (as between the Broadcast Partner and UKRP) responsible for the Broadcast Partner Service including for:

2.4.1. ensuring that the programming and other content (including advertising) contained within the Broadcast Partner Service complies with all Laws;

2.4.2. providing, or procuring the provision of, customer support in relation to the Broadcast Partner Service (such customer support to include providing viewers with an email address and standard rate telephone number through which they can contact customer support operatives);

2.4.3. the payment of any licence fees, royalties and/or other sums due to licensors and/or licensing bodies in relation to the Intellectual Property Rights in the Broadcast Partner Service;

2.5. The Broadcast Partner shall be responsible for recording the Broadcast Partner Service and retaining such recording for such period as is required by the Regulator.

3. RIGHTS AND OBLIGATIONS OF UKRP

3.1. The Broadcast Partner hereby grants a royalty-free permission on a non-exclusive licence basis to UKRP (which UKRP may sub-license to its sub-contractors) to take all the actions necessary in relation to the Broadcast Partner Service as are required in order for UKRP to deliver the UKRP Service in accordance with Schedule 4 during the Term.

3.2. Subject to the Broadcast Partner making the Broadcast Partner Service available to UKRP in accordance with Schedule 4, in consideration of the payment of the Charges by the Broadcast Partner, UKRP shall be responsible for the provision of the UKRP Service during the Term in accordance with Schedule 4, on the terms and subject to the conditions of this Agreement.

3.3 UKRP acknowledges that it is responsible, either solely or with suppliers, partners and sub-contractors, for:

3.3.1. obtaining all other necessary third party authorisations and/or clearances (whether of a contractual, regulatory or other nature);

3.3.2. obtaining DTT capacity on the relevant multiplex(es) for the transmission and distribution of the Broadcast Partner Service;

3.3.4. provision of the transmission and distribution of the Broadcast Partner Service; and

3.3.5. provision and hosting of any MHEG and Hybrid TV HbbTV applications other than the Broadcast Partner Service set out in the specification.

3.4 The Broadcast Partner agrees that UKRP shall be entitled to collate, aggregate and use specifically for the purposes of providing analytics/reporting to the Broadcast Partner, and in accordance with the provision of the UKRP Service any data which relates to the Broadcast Partner Service which is collected in accordance with Schedule 4.4.

4. PROVISION OF THE UKRP SERVICE AND SERVICE AVAILABILITY

4.1 The Broadcast Partner shall at its own cost make the Broadcast Partner Service available to UKRP at the Interface Point in accordance with Schedule 4. for testing purpose, unless otherwise agreed in writing by the parties, no later than ten (10) Business Days prior to the proposed Launch Date as specified in the UKRP Invocie (or otherwise agreed in writing by the parties); and thereafter with effect from the Launch Date and throughout the remainder of the Term provided that the Broadcast Partner shall not change the format of the signal carrying the Broadcast Partner Service at any time after it is made available to UKRP at the Interface Point in accordance with this clause 4.1, without the prior written consent of UKRP

4.2. UKRP will test that the Broadcast Partner Service works with the UKRP Service prior to the Launch Date. The Broadcast Partner acknowledges and agrees that UKRP will not be obliged to make the Broadcast Partner Service available via the UKRP Service unless and until it has been tested and technically approved by UKRP. If the Broadcast Partner Service is not technically approved by UKRP, UKRP shall notify the Broadcast Partner and the Broadcast Partner shall make such technical enhancements, modifications or other changes to the Broadcast Partner Service as are recommended by UKRP and then re-submit the Broadcast Partner Service to UKRP for testing.

4.3. With effect from the Launch Date and for the remainder of the Term, UKRP shall provide or procure the provision of the UKRP Service in accordance with Schedule 4. The Broadcast Partner acknowledges and agrees that UKRP provides no warranty under this Agreement:

4.3.1. that the UKRP Service will be free from error and/or fault;

4.3.2. that the Broadcast Partner Service will operate and/or be error-free on all Compliant Devices;

4.3.3. that the UKRP Service and/or the Broadcast Partner Service will not suffer any interruptions and/or downtime; and/or

4.3.4. as to the video and/or audio quality for the Broadcast Partner Service when viewed on Compliant Devices.

4.4. UKRP may issue new releases of the UKRP Broadcast Application provided as part of the UKRP Service, and employ, change or modify the hardware, software, standards or techniques it uses in providing the UKRP Service including by utilising such developments in compression, encoding, multiplexing, modulation, software development, distribution and delivery functionality as are from time to time available. If any such change is reasonably likely to have a material adverse effect on the presentation of the Broadcast Partner Service then UKRP shall consult and liaise with the Broadcast Partner prior to making such changes. Any changes pursuant to this clause 4.4 shall not constitute a Change unless there is a change to the Charges payable under this Agreement. The specification of particular hardware, software and/or other materials in Schedule 4 shall not prejudice the foregoing rights.

4.5. During the Term:

4.5.1. the Broadcast Partner shall be responsible, at its own cost, for the broadcast and maintenance of the Broadcast Partner Service including, subject always to clause 2.1, updating and/or upgrading the Broadcast Partner Service. The Broadcast Partner shall rectify any fault with the Broadcast Partner Service promptly after becoming aware of such fault;

4.5.2.  UKRP shall be responsible, at its own cost save where any costs and expenses arise from the act or omission of the Broadcast Partner, for the maintenance of the UKRP Service. UKRP shall, wherever possible, give the Broadcast Partner at least forty eight (48) hours’ notice of any planned interruptions to the UKRP Service that may be required for the repair or maintenance, testing or improvement of the UKRP Service and shall use its reasonable endeavours to minimise any disruptions to the Broadcast Partner Service, and where possible will schedule such maintenance or planned interruptions at un-social hours so as to minimise viewer disruption.

4.6. Not Used.
4.7. Not Used.
4.8. Not Used.

4.9. Subject to clause 8.3 but notwithstanding anything else to the contrary in this Agreement, UKRP shall have no liability to the Broadcast Partner for any interruptions to the UKRP Service or Losses which occur due to any of the following reasons:

4.9.1. any failure, unavailability of or delay caused by any of the facilities, services or systems (including the Internet and including any throttling, buffering or other Internet traffic management implemented or caused by any Internet service provider) used by the UKRP Service provided that such failure or unavailability is not caused by an act or omission of UKRP or its sub-contractors;

4.9.2. suspension of the UKRP Service pursuant to clause 9 other than where such suspension is pursuant to clause 9.1.6;

4.9.3. any termination of the UKRP Service pursuant to clause 10 or otherwise;

4.9.4. any failure due to the act or omission of the Broadcast Partner including any failure to or fault in delivering and broadcasting the Broadcast Partner Service, any failure or fault in Broadcast Partner hardware, software or systems, any fault in the Broadcast Partner Service itself and/or the inclusion of high demand content in the Broadcast Partner Service which is likely to drive a surge in concurrent Views without the Broadcast Partner notifying UKRP in advance in accordance with Schedule 2;

4.9.5. planned interruptions to the UKRP Service in accordance with clause 4.5.2; and/or
4.9.6 any failure of the UKRP Service due to an event of force majeure as described in clause 14.

4.10 The Broadcast Partner acknowledges that device manufacturers may interpret aspects of the DTG D-book specification in such a way that their manufactured devices are wholly or partially incompatible with the UKRP Service. Any such device will be deemed not to be a Compliant Device, notwithstanding any contrary claims by its manufacturer. Without limiting the foregoing but subject to clause 8.3, UKRP will not be liable for any consequences of devices failing to be Compliant Devices.

5. CHANGES

5.1. Occasionally UKRP may:

(a) change the technical specification of the Service;

(b) suspend the Service for operational reasons such as repair, maintenance or improvement of the Service or because of an emergency.

5.2. If the Broadcast Partner wishes to make a Change it shall submit details of the requested Change to UKRP in writing. and shall, within ten (10) Business Days submit details of:

(a) the likely time to implement the Change (including any technical constraints);

(b) any other impact of the Change on the terms of this Agreement

6. CHARGES AND PAYMENT

6.1. The Broadcast Partner shall pay the Charges at the rates and frequencies stated in the UKRP Invoice and in the manner specified in this clause 6.

6.2. All invoices for the Charges will be addressed to the Broadcast Partner’s details as shown on the UKRP Invoice. Invoices may be rendered by UKRP or, at UKRP’s discretion, by any UKRP Group Company acting as agent for UKRP. For the avoidance of doubt, invoices issued by any UKRP Group Company other than UKRP shall not give rise to any contractual relationship between the UKRP Group Company issuing the invoice and the Broadcast Partner and the monies paid by the Broadcast Partner pursuant to such an invoice shall be treated by UKRP as if they had been paid directly to UKRP pursuant to this Agreement.

6.3. All amounts on an invoice submitted by UKRP shall be paid by the Broadcast Partner no later than twenty (20) days after the date of such invoice. The Broadcast Partner shall pay the Charges by electronic transfer to the bank account specified on the invoice, without set off, deductions or withholdings of any kind. Charges not received in full by UKRP by the end of service month will result in the Broadcast Partner Service being suspended or removed from the UKRP Service.

6.4. Not Used.

6.5. On each anniversary of the Term (each an Increase Date) the then current Monthly Charges (including, for the avoidance of doubt, as increased in previous periods pursuant to this clause 6.5 shall be increased to reflect the percentage change (Percentage Change) in the published RPI during the 12 months ended on 30 June falling prior to the relevant Increase Date (each an Increase Year). Any increase in the Monthly Charges pursuant to this clause 6.5 shall be implemented on and with effect from for following Term provided that if the Percentage Change is equal to zero or is less than zero then there will be no change to the then current Monthly Charges. The RPI will be taken from the published index issued by the Office for National Statistics or its replacement organisation. If such index is no longer published, any other equivalent index replacing RPI or other comparable index shall be used, subject to the agreement of both parties, such agreement not to be unreasonably withheld or delayed.

6.6. All amounts payable under this Agreement are stated exclusive of value added tax and all other similar taxes and duties payable in respect of such amounts. Each party required to make a payment under this Agreement shall, subject to receipt of a proper value added tax invoice, pay to the other party at the time that the payment becomes due an amount equal to the value added tax or other tax or duty properly chargeable upon such payment.

6.7. All payments due to either party under the terms of this Agreement shall be paid in Sterling for so long as Sterling remains legal tender in the United Kingdom.

7. WARRANTIES

UKRP and the Broadcast Partner each warrants and undertakes to the other that it has the right, power and authority to enter into this Agreement and to perform its obligations under this Agreement.

7.2. UKRP warrants and undertakes to the Broadcast Partner that:

7.2.1. it shall provide the UKRP Service with reasonable skill and care;

7.2.2. the UKRP Service will be provided in accordance with this Agreement including the requirements set out in Schedule 3 provided that UKRP does not represent or undertake that the UKRP Service will be provided free from faults and/or interruptions during the Term;

7.2.3. the UKRP Service will be provided in accordance with and will comply with all applicable Laws in force from time to time; and

7.2.4. the UKRP Service shall not infringe any third party’s Intellectual Property Rights.

7.3. The Broadcast Partner warrants and undertakes to UKRP that:

7.3.1. it has the right to distribute and make available the Broadcast Partner Service (and any part of it) in the United Kingdom on Compliant Devices via the UKRP Service and to grant permission to UKRP on a non-exclusive basis as set out in clause 3.1;

7.3.2. it will ensure that the Broadcast Partner Service is made available in accordance with this Agreement including the requirements set out in Schedule 3;

7.3.3. it has, and will hold for the Term, all Applicable Licences and other consents, clearances and authorisations required from any third party (including any Regulator and any owners and licensors of any work incorporated in the Broadcast Partner Service (including any applicable collecting societies)) to distribute and make available the Broadcast Partner Service (and any part of it) in accordance with this Agreement and has paid or will pay during the Term any fees or payment relating thereto. On UKRP’s request, the Broadcast Partner shall supply evidence of the same;

7.3.4. it owns or has a valid licence to use the Intellectual Property Rights in the Broadcast Partner Service (and any part of it including the name and any trade marks relating thereto);

7.3.5. the programming and other content and services available on the Broadcast Partner Service and any advertising of, or available on, the Broadcast Partner Service will:

(i) comply with all applicable Laws;

(ii) not infringe any third party’s Intellectual Property Rights;

(iii) not libel, defame, cause injury to, invade the privacy of or otherwise infringe or violate the rights of any person or third party;

(iv) not bring UKRP or any UKRP Group Company into disrepute;

(v) not contain any pornographic, obscene, indecent or unlawful content;

(vi) Not used;

(vii) not be contrary to the terms of the relevant DTAS Licence and/or the DTT multiplex licence relevant to the broadcast capacity use for the provision of the UKRP Service; and

(viii) not link to any material which is in breach of any of the provisions of this clause 7.3.

8. INDEMNITIES AND LIMITATION OF LIABILITY

8.1. Subject to clauses 8.4 and 8.5 which shall, for the avoidance of doubt, apply to any claim under this clause 8.1, each party shall indemnify the other against any Losses which the other party incurs arising out of or in connection with:

8.1.1. any breach, non-performance or non-observance by the indemnifying party of any of its warranties and undertakings in clause 7;

8.1.2. any damage to the indemnified party’s real or tangible property caused by the negligence of the indemnifying party,

except and to the extent that such Losses are due to an act or omission of the indemnified party (or its agents or sub-contractors).

8.2. The indemnities set out in clause 8.1 and clause 11.4 are subject to:

8.2.1. the indemnified party using its reasonable endeavours to mitigate any Losses;

8.2.2. the indemnified party giving the indemnifying party prompt notice in writing of the details of any claim under clause 8.1;

8.2.3. the indemnifying party having sole conduct and control of any claim or action which is within the scope of the indemnity including any related settlement negotiations;

8.2.4. the indemnified party not making any statement prejudicial to the indemnifying party; and

8.2.5. the indemnified party giving the indemnifying party all reasonable help in connection with the claim or action (in which case the indemnifying party shall pay the indemnified party’s reasonable costs).

8.3. Neither party excludes or limits liability to the other party for fraud or for death or personal injury due to its own negligence or its employees’ or agents’ negligence whilst acting in the course of their employment and/or for any breach of clause 7.3.4 and/or clause 7.3.5.

8.4. Save as in respect to clause 11.4 and subject to clause 8.3, each party’s total aggregate liability in respect of all matters under or arising out of this Agreement in any Year shall be limited to that amount which is equal to the aggregate Charges (excluding VAT) paid or payable during the Year in which the claim arose, whether such claim arises in contract, tort (including negligence), breach of statutory duty or otherwise provided that nothing in this clause 8.4 shall restrict, limit, exclude or otherwise release the Broadcast Partner from its liability to pay to UKRP the Charges and/or the Early Termination Fee as they fall due in accordance with this Agreement.

8.5. Subject to clause 8.3 and save as hereinafter provided, neither party shall be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise to the other party for:

8.5.1. loss of business, loss of data, loss of profits, loss of anticipated savings even when advised of the possibility; loss of revenue; or

8.5.2. any indirect or consequential losses, damages, liabilities or costs,

provided that this clause 8.5 is not intended to and shall not operate to deprive UKRP of damages calculated on the basis of the revenue it would have earned from the Broadcast Partner under this Agreement but for a breach by the Broadcast Partner of this Agreement including any amounts payable in respect of the Charges during the Term and/or the Early Termination Fee.

8.6. This Agreement sets out the full extent of each party’s obligations and liabilities relating to the Broadcast Partner Service and the UKRP Service whether in contract, tort (including negligence), breach of statutory duty or otherwise. In particular, there are no conditions, warranties or other terms, express or implied, as to quality, fitness for purpose or of any other kind whatsoever which are binding on UKRP or the Broadcast Partner except as specifically set out in this Agreement. Any other condition, warranty or other term relating to the provision of the Broadcast Partner Service or the UKRP Service which might otherwise have been implied into this Agreement by statute, common law or otherwise is hereby excluded to the fullest extent permissible in law.

9. SUSPENSION

9.1. Without prejudice to its other rights and remedies under this Agreement, UKRP may suspend the UKRP Service and/or the availability of the Broadcast Partner Service (or any part of it) on Compliant Devices immediately (but only upon providing sufficient prior written and without notice to the Broadcast Partner) if and for so long as:

9.1.1. UKRP reasonably believes that the Broadcast Partner is in breach of any of the warranties and undertakings given in clause 7.3; and/or

9.1.2. the Broadcast Partner has failed to pay UKRP the Monthly Charges or any other sum payable under this Agreement in full without set off or deduction by its due date for payment and payment of the overdue amount or amounts has not been made in full in cleared funds within five (5) Business Days of the date of issue of a written notice from UKRP requesting immediate payment of the overdue amount or amounts; and/or

9.1.3. the Broadcast Partner is in material breach of any of its non-payment obligations under this Agreement and has failed to remedy such breach within fifteen (15) Business Days of the date of issue of a written notice from UKRP stating the breach and the remedy required; and/or

9.1.4. UKRP is obliged to comply with an order, regulation, direction, instruction or request of the Multiplex Licensee, DUK or of any Regulator, court or Government or administrative authority of competent jurisdiction which necessitates such suspension.; and/or

9.1.5. UKRP is reasonably of the opinion that any act or default of the Broadcast Partner, its agents or customers is likely to cause damage to the UKRP Service and/or any Compliant Devices; and/or

9.1.6. UKRP, acting reasonably, considers that it is necessary to suspend the UKRP Service in order to carry out any emergency maintenance or repairs to the UKRP Service which cannot be carried out in accordance with clause 4.5.2;

and UKRP shall have no liability to the Broadcast Partner for the suspension of the UKRP Service and/or the Broadcast Partner Service (or any part of it) in accordance with this clause 9.1 save that any period of suspension pursuant to clause 9.1.6 shall be taken into account in determining any Service Credits that may be payable pursuant to clause 4.6.

9.2. For the avoidance of doubt, the Broadcast Partner shall continue to be liable to pay the Charges during any period during which UKRP has suspended provision of the UKRP Service and/or the availability of the Broadcast Partner Service (or the relevant part thereof) on Compliant Devices.

10. TERM AND TERMINATION

10.1. This Agreement shall come into force on the date deatield on the UKRP invoice and, subject to earlier termination of this Agreement in accordance with its terms including the remaining provisions of this clause 10, shall continue for the Term as outlined in the UKRP invoice.

10.2. Either party may terminate this Agreement immediately, by providing no less than one (1) month prior written notice, and upon written notice to the other at any time if:

10.2.1 the other party is in material breach of any provision of this Agreement and such breach is not capable of remedy;

10.2.2 if the other party is in material breach of any provision of this Agreement and fails to remedy such breach within thirty (30) Business Days of written notice to remedy the same

10.2.3 if the other party becomes insolvent (within the meaning of Section 123 of the Insolvency Act 1986) or the subject of a winding up order (of any type) or an administration order, or has an administrative receiver appointed (including under the Law of Property Act), or compounds with its creditors, or enters into a company voluntary arrangement or scheme of arrangement.

10.3. UKRP shall be entitled to terminate this Agreement with immediate effect upon giving written notice to the Broadcast Partner if any period of suspension pursuant to clause 9 continues for a period of more than ninety (90) days.

10.4. Either party may terminate for convenience on service of a minimum of one (1) month prior written notice to the other, such notice to expire no earlier than one (1) month from the initial Launch Date.

10.5. NOT USED

10.6. In the event that UKRP terminates this Agreement pursuant to clause 10.2, 10.3 or 10.5.1 then, notwithstanding such termination, all the Charges that would have become due from the Broadcast Partner pursuant to this Agreement if this Agreement had not been terminated shall immediately become due and payable by the Broadcast Partner, less an allowance for accelerated payment of five (5) per cent per annum and provided that the provisions of clause 6.5 shall not apply in calculating the amount due (the “Early Termination Fee”). The Early Termination Fee will be made by the Broadcast Partner by way of liquidated and ascertained damages and the amount of the payment is accepted by the parties as being a genuine pre-estimate of the net losses likely to be suffered by UKRP in respect of the Broadcast Partner’s failure to pay the Charges which would otherwise have been payable if this Agreement had not been terminated. Any such payment shall be without prejudice to any other claims which UKRP may have in respect of such termination and shall be paid by the Broadcast Partner within thirty (30) days of its receipt of UKRP’s invoice for the same.

10.7. On the expiry of written notice of termination of this Agreement UKRP shall cease to be bound to perform and the Broadcast Partner shall cease to be entitled to receive the benefit of the UKRP Service.

10.8. Expiration or termination for whatever reason of this Agreement will not affect any rights and/or liabilities of the parties which have accrued prior to such expiration or termination including any right to claim damages for breach of this Agreement or any right to unpaid Charges or other sums due under this Agreement.

10.9. Termination or expiry of this Agreement shall not affect the continuation in force of those clauses expressed to continue after termination or expiry of this Agreement, the continuation of any other provisions which are by implication intended to survive such termination or expiry (including those provisions governing or affecting the liability of any party and any obligations of confidentiality) and those clauses of this Agreement necessary for its interpretation or enforcement, all of which shall survive termination howsoever arising.

11. INTELLECTUAL PROPERTY RIGHTS

11.1. Both UKRP and the Broadcast Partner duly acknowledge and agree that all Intellectual Property Rights of the other Party and its licensors subsisting on the date of this Agreement or created hereafter (including in the course of the provision of the UKRP Service & The Broadcast Partner Service) shall remain vested in the other Party or its licensors and that no licence is granted and no transfer, assignment or licence of rights shall be deemed to have arisen or implied in any Intellectual Property Rights of either Party or its licensors. Without prejudice to the generality of the foregoing, nothing herein shall operate so as to confer upon the other Party any right, title, ownership or other interest, in or over the other Parties Service (i.e. UKRP Service or the Broadcast Partner Service,or any part thereof (including the architecture, wireframes and functionality incorporated within, inter alia, and provided as part of the UKRP Service and Broadcast Partner Service).

11.2. UKRP acknowledges and agrees that all Intellectual Property Rights of the Broadcast Partner and its licensors subsisting on the date of this Agreement or created hereafter shall remain vested in the Broadcast Partner or its licensors and that no licence is granted and no transfer, assignment or licence shall be deemed to have arisen or implied in any Intellectual Property Rights of the Broadcast Partner or its licensors save as is necessary to enable UKRP to provide or procure the provision of the UKRP Service to the Broadcast Partner including pursuant to clauses 3.1 and 11.3.

11.4. The Broadcast Partner grants to UKRP a royalty-free non-exclusive permission to UKRP (which UKRP may sub-license to its sub-contractors) during the Term to use, re-produce and display the Broadcast Partner’s trade marks as is necessary to present the Broadcast Partner Service on Compliant Connected Devices via the UKRP Service, the UKRP website and UKRP mobile application and otherwise in online and offline marketing and advertising as agreed between the parties from time to time.

11.4. UKRP shall, during the term of this Agreement, indemnify and keep indemnified the Broadcast Partner from and against any liability pursuant to any claim by a third party that the UKRP Service infringes or prejudices any existing or future Intellectual Property Rights of any person.

12. CONFIDENTIALITY

12.1. Confidential Information shall be treated as proprietary and confidential to the party imparting the same. Each party hereby agrees that it shall use the Confidential Information received or procured by it from the other solely for the purposes of this Agreement and that it shall not at any time during or after completion, expiry or termination of this Agreement disclose the same whether directly or indirectly to any third party except:

12.1.1. with the prior written consent of the other party;

12.1.2. to the extent necessary to comply with any law or the valid order of a court or tribunal of competent jurisdiction or the rule, regulation or direction of any Regulator or governmental or other agency in which event the relevant party shall so notify the other as promptly as reasonably practicable (and if possible prior to making any disclosure) and shall use its reasonable endeavours to seek confidential treatment of such information;

12.1.3. to its financiers, auditors, legal advisers and other professional advisers provided that it uses its reasonable endeavours to procure that such persons maintain such confidentiality; and/or

12.1.4. in order to enforce its rights under this Agreement.

12.2. The provisions of clause 12.1 shall not apply to:

12.2.1. any information in the public domain otherwise than by breach of this Agreement;

12.2.2. information obtained from a third party who is free to divulge the same;

12.2.3. information that was already known to the receiving party prior to disclosure under this Agreement and was not previously acquired by the receiving party from the disclosing party under an obligation of confidentiality or non-use towards the disclosing party; and/or

12.2.4. information that can be shown by documentary evidence to have been created by one party to this Agreement independently from work under this Agreement.

12.3. The Broadcast Partner and UKRP shall divulge Confidential Information only to those employees and sub-contractors who are directly involved in the performance of this Agreement and shall ensure that such employees and sub-contractors are aware of and comply with these obligations as to confidentiality.

12.4. Each party acknowledges and agrees that damages would not be an adequate remedy for any breach of this clause and that either party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this clause.

12.5. The obligations contained in this clause shall endure beyond the termination of this Agreement without limit in time except and until any Confidential Information enters the public domain otherwise than through the default of the party receiving the same.

12.6. No public announcement relating to this Agreement shall be made unless agreed jointly by the parties.

12.7. Insofar as either UKRP or the Broadcast Partner deems it desirable or necessary to obtain any approval, consent or exemption from any Regulator in respect of this Agreement, the parties will co-operate in seeking to obtain any such approval, consent or exemption.

12.8. If the Broadcast Partner enters into or receives any proposal, direction or has any other correspondence or dealings with any Regulator in respect of this Agreement the Broadcast Partner will provide UKRP with notification of such fact together with copies of all such correspondence with any Confidential Information exercised.

13. DATA PROTECTION

13.1. In the course of providing the UKRP Service, UKRP is required to collect and process certain data from Compliant Devices. It is not anticipated or intended that such data will constitute personal data under applicable Data Protection Legislation. However, to the extent that any such data is personal data, the parties expressly agree that the following terms shall apply to the processing of such personal data:

13.1.1. UKRP shall be a data processor acting on the instructions of the Broadcast Partner in its capacity as a data controller;

13.1.2. Save as set out in clause 13.2, UKRP and the Broadcast Partner shall comply with all obligations imposed on it under the applicable Data Protection Legislation; and

13.1.3. UKRP shall use appropriate technical and organisational measures against the unauthorised or unlawful processing of personal data.

13.1.4. The terms “personal data”, “process”, “processing”, “controller”, “ processor” and “data subject” shall have the meanings given to them in the applicable Data Protection Legislation.

13.2. The Broadcast Partner shall be solely liable for ensuring that any end user consent required under Data Protection Legislation due to the provision of the Broadcast Partner Service and/or the UKRP Service is obtained.

14. FORCE MAJEURE

14.1 Neither party shall be liable to the other for any delay or non-performance of its obligations hereunder (other than, in the case of the Broadcast Partner, its payment obligations) arising from any cause beyond its reasonable control including without limitation an Act of God, fire, flood, explosion, riots and insurrection, war, embargos, sanctions, judicial or government action and acts of civil or military authority, industrial dispute of a third party or transmission failure outside the reasonable control of that third party, (each an “event of force majeure”), provided that the affected party uses all reasonable endeavours to overcome or remedy its inability to perform as promptly as possible.

14.2. If either party is affected by an event of force majeure it shall at the earliest possible moment give written notice thereof to the other party, specifying the relevant events or circumstances and the delay or default likely to be caused thereby or resulting therefrom, and for so long as such party is affected shall provide regular reports on the likely duration and effect of the same, and on the progress of work to overcome or remedy its inability to perform.

14.3. If a party’s failure to fully perform as a result of the event of force majeure shall continue for more than sixty (60) days the non-affected party shall be entitled to give notice terminating this Agreement with immediate effect.

14.4. In the event that due to an event of force majeure UKRP is not able to provide the UKRP Service, the Broadcast Partner’s obligations to pay the Monthly Charges shall be suspended pro rata for the duration of such event of force majeure.

15. RELATIONSHIP OF THE PARTIES

15.1. Nothing in this Agreement shall be construed as creating a partnership between the parties or as authorising either party to act as agent for the other. Neither party shall pledge the credit of or make any promises on behalf of the other unless the same shall have been expressly authorised in writing by the other party.

15.2. This Agreement does not create or infer any rights under the Contracts (Rights of Third Parties) Act 1999 enforceable by any person who is not a party to this Agreement.

16 ANTI-BRIBERY, CORRUPT GIFTS AND SLAVERY

16.1 Neither party shall offer or give or agree to give any person employed by or associated with the other party or shall accept from the other party any gift or undue financial or other advantage of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act whether in relation to this Agreement or otherwise, or for showing or forbearing to show favour or disfavour to any person whether in relation to this Agreement or otherwise. Without prejudice to the generality of the foregoing, each party shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.

16.2 Each party shall and, where applicable, shall procure that its sub-contractors and persons associated with it shall comply with all applicable laws, statutes, regulations, and codes relating to slavery including but not limited to the Modern Slavery Act 2015 and shall not engage in any activity, practice or conduct which would constitute an offence under any of the above or the like if such activity, practice or conduct had been carried out in the UK.

17. ASSIGNMENT

17.1 Save as expressly permitted in this clause 17, neither party may share, sub-let, assign, novate, transfer or otherwise encumber this Agreement, whether in whole or in part, or any of its rights or obligations hereunder, to any third party without the prior consent in writing of the other party

17.1.2 UKRP shall be entitled to sub-contract all or part of its obligations under this Agreement to a party or parties but without prejudice to UKRP’s continuing obligations under this Agreement;

18. NOTICES

Any notice to be given by one party to the other shall be in writing and sent by prepaid recorded delivery or registered post or by hand (including, without limitation, by courier) to the address of the relevant party or by attaching a scanned version of the notice (in .pdf format) to an e-mail which is sent to the email address(es) of the relevant party, in each case as set out on the front sheet. Notices shall be deemed to have been received by the addressee within three (3) Business Days of posting in the case of notices sent by post and at the time of receipt in respect of notices sent by e-mail or delivered by courier. The recipient of a notice delivered via e-mail shall reply to such e-mail confirming receipt of the notice as soon as reasonably practicable. Each party may, by notice, designate a different address and/or e-mail address for the receipt of notices under this clause.

19. WAIVER AND SEVERABILITY

19.1 Failure to exercise or delay in exercising any right or remedy provided under this Agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy. No single or partial exercise or any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that right or remedy. A waiver (which may be given subject to conditions) of any right or remedy provided under this Agreement or by law shall only be effective if it is in writing. It shall apply only to the party to whom it is addressed and for the specific circumstances for which it is given. It shall not prevent the party who has given the waiver from subsequently relying on the right or remedy in other circumstances.

19.2 If any provision of this Agreement shall be held to be void or unenforceable in whole or in part, this Agreement shall continue in force in relation to the unaffected provisions, and the parties will, to the extent permitted by law, use all reasonable endeavours in good faith to re-negotiate the provision held to be void and unenforceable to achieve the same objects.

20. DISPUTES

20.1. In the event of any dispute or difference which may arise between UKRP and the Broadcast Partner in connection with or arising out of this Agreement, senior representatives of the parties shall, within twenty (20) Business Days of a written request from either party to the other, meet in a good faith effort to resolve the dispute without recourse to legal proceedings. If the senior representatives cannot reach agreement on the dispute within such twenty (20) Business Day period the matter shall be referred to the parties’ Chief Executive Officers. If the Chief Executive Officers are themselves unable to resolve the matter within twenty (20) Business Days of the first request to them so to do the parties shall be free to initiate such legal action as they consider appropriate.

20.2. Neither party may initiate legal action until the above process has been completed unless either party has reasonable cause to do so to avoid damage to its business or to protect or preserve any right of action it may have. Nothing in this clause shall be construed as prohibiting a party from applying to a court for interim injunctive relief.

21. AGREEMENT

21.1. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all previous arrangements, commitments, understandings and agreements between the parties concerning the subject matter hereof. Each party acknowledges that, in entering into this Agreement, it does not rely on and shall have no remedies in respect of any statement, representation, warranty or assurance (whether made innocently or negligently) that is not set out expressly in this

21.2. Agreement. Nothing in this clause shall act to exclude or limit either party’s liability to the other with respect to fraudulent misrepresentations.

21.3. This Agreement, or any part of it, may only be amended or modified by written agreement of each of the parties.

21.4. Subject to clause 10.7, nothing in this Agreement shall prohibit or restrict either party from entering into similar agreements or arrangements with third parties.

21.5. This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which when executed and delivered shall be an original but all of which together shall constitute the original document. This Agreement is not effective until each party has executed at least one counterpart.

21.6. This Agreement shall be subject to and construed and interpreted in accordance with the laws of England and Wales and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts.

SCHEDULE 1

DEFINITIONS:

In this Agreement, the following words and expressions shall have the following meanings unless the context otherwise requires:

‘Agreement’ means these Terms and Conditions, including any the Schedules;

‘Applicable Licence’ means such licence, consent, authorisation or permission which the Broadcast Partner is required to hold in order to make the Broadcast Partner Service available in the United Kingdom on Compliant Devices;

‘UKRP Broadcast Application’ means the application set out in paragraph 2 of Schedule 4;

‘UKRP Group Company’ means a group undertaking (as such term is defined in Sections 1161 and 1162 of the Companies Act 2006) of UKRP;

‘UKRP Service’ means the service to be provided by UKRP as set out in Schedule 4;

‘Broadcast Partner Service’ means the radio channels, programming, content and other material or services to be provided by the Broadcast Partner for viewing on Compliant Devices as set out in Schedule 1;

‘Broadcast Partner’ means the radio station and/or organisation as detailed on the UKRP invoice;

‘Business Day’ means a day (not being a Saturday or a Sunday or a National Holiday) when clearing banks are open for business in the City of London;

‘Change’ means a change or addition to this Agreement pursuant to clause 5 including any change or addition to the Broadcast Partner Service and/or the UKRP Service;

‘Charges’ means the Monthly Charges, the Set-Up Charges and any Overage Charges as specified in the UKRP invoice, and any other charges agreed by the parties in writing from time to time;

‘Compliant Device’ means Compliant Freeview Devices;

‘Compliant Freeview Device’ means DTT devices (including without limitation televisions and set-top boxes) which are compliant with the Freeview Play Specification from 2015 onwards;

‘Compliant Freeview Device’ means DTT devices (including without limitation televisions and set-top boxes) which are compliant with the Freeview Play Specification from 2015 onwards;

‘Confidential Information’ means all information of a confidential nature imparted by either party to the other or which may be imparted from time to time to the other in connection with this Agreement, including data of or about customers, drawings, specifications and any information relating to the technical affairs or business or product plans of either of the parties;

‘Content Update Charges’ means the charges payable by the Broadcast Partner on a per occasion for content updates to the UKRP Service as set out in the UKRP invoice, and increased in accordance with clause 6.5 together with any further such charges as may be agreed pursuant to clause 5;

‘Coverage Area(s)’ means the DTT signal coverage area or areas in which the Broadcast Partner Service will be available to the UKRP Service, as broadcast by either the selected Local TV service(s) or ITV region(s), as set out in the UKRP inovoice;

‘Data Protection Legislation’ means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data and broadcast data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party;

‘DPSL’ means the digital programme service licence(s) (as that term is defined in the Broadcasting Act 1996) for the Broadcast Partner Service;

‘DTAS Licence’ means the licence issued by Ofcom and held by the Broadcast Service Provider to provide digital television additional services under the Broadcasting Act 1990 (as amended by the Communications Act 2003);

‘DTG D-book’ means the set of standards and specifications published from time to time with unique reference numbers by the Digital Television Group;

‘DTT’ means digital terrestrial television in the United Kingdom;

‘DTT Carriage Agreement’ means any agreement as between UKRP and a DTT Multiplex Operator for the carriage of the Broadcast Partner Service on DTT;

‘DTT Multiplex Operator’ means any holder of a ‘Multiplex Licence’ (as that term is defined in the Broadcasting Act 1996);

‘DUK’ means Digital UK Limited or any successor body;

‘Early Termination Fee’ shall have the meaning given to it in clause 10.8;

‘Enabled Linear DTT Channel‘ means a Broadcast Partner Linear DTT channel which is enabled to operate with the UKRP Service;

‘Intellectual Property Rights’ means any patents, trade marks, service marks, rights in semi-conductor chip topographies, design rights, registered designs, applications for any of the foregoing, copyright, database rights, know-how and other similar rights or obligations whether registrable or not in any country;

‘Interface Point’ means the interface identified in Schedule 4 or such other interface as UKRP may specify from time to time in writing at which the Broadcast Partner shall make available the Broadcast Partner Service in accordance with Schedule 4;

‘Internet’ means the network of interconnecting computer systems known as the Internet that transfers data using Internet Protocol (IP)

‘Launch Date’ means the date on which the UKRP Service is first made available in relation to the Broadcast Partner Service on Compliant Freeview Devices (and Launch shall be interpreted accordingly). The parties estimated Launch Date is set out in the UKRP invoice;

‘Law’ means any law, statute, statutory provision, regulation, by-law or ordinance or subordinate legislation of any Regulator (including any codes of conduct or practice) and/or any provision or condition in any Applicable Licence as the same may from time to time be modified, extended, varied, superseded, replaced, substituted or consolidated during the Term;

‘LCN’ means a logical channel number on the DTT platform issued by DUK;

‘Losses’ means all claims, demands, actions, losses, damages, expenses, liabilities, judgments, awards, fines, sanctions, penalties, taxes and amounts paid in settlement and shall include, without limitation, reasonable costs, fees and expenses of lawyers, experts, accountants, appraisers, consultants, witnesses, investigators and any other agents reasonably appointed;

‘Month’ means each period of one (1)  month commencing on the Launch Date and each subsequent anniversary thereof during the Term, and Month 1, Month 2 and Month 3 (and any subsequently numbered Months) shall be interpreted accordingly;

‘Monthly Charges’ means the charges payable by the Broadcast Partner on a monthly basis for the provision of the UKRP Service as set out in the UKRP invoice and increased in accordance with clause 6.5 together with any further such charges as may be agreed pursuant to clause 5;

‘OfCom’ means the Office of Communications (or any successor or replacement) established under the provisions contained in the Communications Act 2003;

‘Quarter’ means each consecutive period of three (3) calendar months during a Year. The first Quarter of the Term is measured from the Launch Date to the end of the following Quarter and so may be more than three (3) calendar months and the last Quarter of the Term shall the last full Quarter and any partial Quarter until the end of the Term and Quarterly shall be interpreted accordingly;

‘Radio Portal’ means the service designed to deliver Internet streamed radio channels and images to the UK DTT platform via a graphical TV interface accessible via an LCN (Logical Channel Number) on the Freeview Electronic Programme Guide (EPG). The service operates on compatible Internet connected TV’s and set-top-boxes, allowing consumers to access local, regional, national & international radio services via the TV screen and Freeview menu.

‘Red Button’ means a red button icon appearing at the top right hand side of the screen of a Compliant Device when viewing an Enabled Linear DTT Channel;

‘Regulator’ means any regulatory or licensing authority including Ofcom and any regulatory or licensing authority in an EU Member State other than the UK and which is responsible for regulating broadcasting (and/or, if applicable, the provision of on-demand programme services) in such EU Member State;

‘Relevant Multiplex’ means a DTT Multiplex on which the Enabled Linear DTT Channel(s) are carried as specified in Schedule 4;

‘RPI’ means the UK retail price index (all items) published monthly in the Digest of Statistics by the Central Statistical Office or, if such index shall cease to be published, such other index of retail prices published in substitution for it;

‘Set-Up Charges’ means the charges payable by the Broadcast Partner for the development and establishment of the UKRP Service for the Broadcast Partner Service as set out in the UKRP invoice together with any further such charges as may be agreed pursuant to clause 5;

‘Service Availability’ means, in respect of the UKRP Service, the time expressed as a percentage during which the UKRP Service functions with no Service Outages;

‘Service Outage’ means any period during which the UKRP Service is not available as defined in Schedule 4;

‘Service Type’ means the Broadcast Partner Service coverage category as displayed in the Radio Portal, (Local, Regional, National, International or Featured), and detailed in the UKRP invoice.

‘Term’ shall have the meaning given to it in the UKRP invoice;

‘UK Data Protection Legislation’ means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;

‘UKRP’ means UK RADIO PORTAL LIMITED (registered number 14033706) whose registered office is at 31 Field View, Chandlers Ford, Hampshire, England, SO53 4LJ;

‘Year’ means each period of twelve (12) consecutive months (or such shorter period as may be applicable in the final Year of the Term) commencing on the Launch Date and each subsequent anniversary thereof during the Term, and Year 1, Year 2 and Year 3 (and any subsequently numbered Years) shall be interpreted accordingly;

SCHEDULE 2

THE BROADCAST PARTNER SERVICE

The Broadcast Partner intends to use the UKRP Service to provide a Radio Station service which will be delivered via the Radio Portal and the Internet to Connected TV devices.

When viewers access the assigned LCN, they are directed to the Radio Portal containing audio-visual content provided by the Broadcast Partner.

The Broadcast Partner will need to provide additional components to complete the functionality it requires, including, but not limited to:

• The radio station audio stream URL’s in the agreed technical format
• Textual information related to the radio service
• High-quality images for display on TV screens, in the agreed formats
  • All radio services are eligible to update TV images on a monthly basis, as part of the Service offering
    • Radio services requiring TV image updates at a frequency greater than monthly may do so at the agreed rates as shown on the UK Radio Portal website.
• Images for display on the UKRP website and/or other UKRP service platforms, in the agreed formats
• Provide UKRP with Advance Notice of no less than 2 Business Days of any likely demand peaks
• Operational and Technical contacts in accordance with this Agreement, and as outlined in Schedule 4, and may be updated from time to time

SCHEDULE 3

THE UKRP SERVICE

I. INTRODUCTION

This schedule outlines the Service Specification for the UKRP Service which briefly comprises a HbbTV & MHEG Service.

UKRP will need to provide additional components to complete the functionality it requires, including, but not limited to:

• Operational and Technical contacts in accordance with this Agreement, and as outlined in Schedule 4, and may be updated from time to time

II. UKRP APPLICATION

2.1 Overview

The UKRP Application and Service is provided in two distinct parts:

i) the provision of the UKRP Broadcast Application which consists of components delivered via the broadcast network

ii) the provision of the UKRP IP Application which includes components, (e.g. images) sourced from the Broadcast Partner, and delivered via the public Internet

2.2 Minimum requirements: device compliance and connectivity

The UKRP Service cannot deliver the UKRP Application unless viewers use a Compliant Device which is connected to the public Internet and receiving channels broadcast on the DTT Platform via an aerial (“Connected Compliant Device”). Further information on the connectivity requirements are included below.

The Compliant Device must be connected to the Internet via either a wired Ethernet connection to the home router or connected to the home WiFi network – once connected the Compliant Device becomes a Connected Compliant Device.

The Connected Compliant Device must have been correctly configured in accordance with the manufacturer installation specifications and have obtained an IP address in order to connect to the Internet.

For guidance only (as UKRP is not providing streamed content as part of this service): Since the Broadcast Partner’s service is to include streamed audio, the Internet service level at the premises should be capable of sustaining a minimum of 2Mbit/s to the Connected Compliant Device in order to ensure the Streamed Content and associated components are accessible. The quality of the Streamed Content will potentially be affected by:

• Other Internet-using devices in the end-users premises consuming bandwidth along with the Connected Compliant Device
• Bandwidth throttling by the ISP
• Performance quality of the WiFi solution (if this is being used as the router-to-Connected Compliant Device delivery method) for streaming video and its susceptibility to any other radio frequency spectrum noise from other devices in the vicinity.

2.3 Handoff Interface Points to the Broadcast Partner

The handoff interface points are:

III. UKRP SERVICE DELIVERY AND REPORTING

3.1 Monitoring

Monitoring of the UKRP Service will be undertaken by UKRP in conjunction with the relevant MCR for the relevant DTT Multiplex. The staff will provide technical monitoring, incident support and fault diagnosis for the UKRP service and act as the central operational, communications and management facility.

The Broadcast Partner will notify UKRP by telephone as soon as reasonably practicable of any breakdown or other impairment of which they become aware which is, or is likely to lead to, a Service Outage.

3.2 Planned Maintenance

UKRP operates a routine maintenance policy, following manufacturers’ recommended advice for work on equipment, around its facilities. Additionally, work may be needed for a number of reasons; such as emergency corrective works to protect the UKRP Services, infrastructure expansion, security patches/upgrades and service changes. Therefore, from time to time, it is necessary to carry out work that may affect the HbbTV and MHEG service.

UKRP will provide the Broadcast Partner with prior written notice of such planned maintenance in accordance with clause 4.5.2 of the Agreement.

4. Glossary

In addition to the terms used in the definitions in Schedule 1 of this Agreement, the following terms are used in this Schedule 3:

‘UKRP Application‘ means the MHEG and/or HbbTV launcher and associated applications provided by UKRP split into two key components: UKRP Broadcast Application – delivered over the broadcast network and UKRP IP Application – delivered over IP to Compliant Devices

‘DTT Platform‘ means the digital terrestrial television platform which enables the delivery of content to viewers via digital terrestrial television to, inter alia, a Compliant Device

‘Enabled Channel‘ means the Broadcast Partner channel LCN on the relevant DTT multiplex

‘HbbTV‘ means Hybrid Broadcast Broadband Television as specified by the HbbTV association

‘Internet Protocol (IP)‘ means the network communication protocols used to split data into packets to be transported through any combination of networks and then reassembled at a recipient device commonly known as TCP/IP

‘MCR‘ means Master Control Room

‘MHEG‘ means Multimedia and Hypermedia Experts Group

‘Relevant Multiplex‘ manes the DTT multiplexe(s) that the UKRP Application is configured to operate on

‘Streamed Audio‘ means audio content contained in the Broadcast Partner Service streamed to Connected Compliant Devices via Internet Protocol subject to the terms of this Agreement