| 1.1 |
This document sets out the basis of your
Agreement with Top Up TV Limited in respect of the Service.
Under this Agreement we agree to provide you with certain
television services and you make certain promises to us
regarding payment and other matters. In this document
we refer to Top Up TV Limited as "us" or "we"
and we refer to you as "you". |
| 1.2 |
You agreed to be bound by the terms and
conditions set out in this document during your Subscription
Process. |
| 2.0 |
THE TERMS WE USE |
| 2.1 |
We have used words with capital letters
where those words have particular meanings. These meanings
are set out below: |
| |
| "Address" |
means the address of your home in
the United Kingdom given to us during your Subscription
Process; |
| "Agreement" |
means the contract between you and
us on the terms set out in this document; |
| "Channel Package" |
means the package of channels from
time to time included in the Service or, if more
than one package is available, the package(s) you
choose based on our package selection rules at that
time; |
| "Connection Fee" |
means the fee payable by you to us
upon subscription and/or reconnection to the Service
(although these amounts may be different); |
| "Decoder" |
means a digital decoding unit (for
example a set top box, adapter or integrated digital
TV) approved by us; |
| "Payment" |
means where applicable the Connection
Fee, Service Fee and Viewing Card Replacement Fee,
at the level specified over the page or as from
time to time notified by us to you in writing; |
| "Service Fee" |
means the fee payable by you to us
so that you may view those parts of the Service
for which you have subscribed; |
| "Service" |
means the Channel Package, and/or
individual channels and other digital terrestrial
television services we may offer you from time to
time; |
| "Subscription Process"
|
means the process by which you registered
with us over the telephone or internet; |
| "United Kingdom" |
means those parts of the United Kingdom
of Great Britain and Northern Ireland in which the
Freeview service is available from time to time; |
| "Viewing Card" |
means the electronic card that will
enable you to view those parts of the Service to
which you are entitled by means of a Decoder; and |
| "Viewing Card
Replacement Fee" |
means a reasonable fee
(not exceeding £15) payable by you to us for
a new Viewing Card where we replace your Viewing
Card under clause 6.4 or under clause 6.5. |
|
| 3.0 |
DURATION OF THIS AGREEMENT |
| 3.1 |
This Agreement will begin on the date on
which you accept the terms and conditions of this Agreement
via the Subscription Process, and will continue until
one of us terminates it in a manner permitted under this
Agreement. |
| 3.2 |
Unless we notify you differently in relation
to specific channels or clause 3.3 applies, there is no
minimum commitment to the Service and you may end your
subscription at any time by giving us at least 28 days
advance notice. If you end your subscription to the service
under this clause then, as soon as we have received your
returned Viewing Card, we will refund any part of the
Payment you have paid in advance for the Service for the
period after this Agreement has ended. |
| 3.3 |
We may, from time to time, make available
special offer(s) (for example Decoder rental or discounted
subscriptions) which may require you to commit to a minimum
subscription period. If you take advantage of such an
offer then this Agreement will remain in force for the
relevant minimum period confirmed to you.
In those circumstances, clause 3.2 does not apply and
you can only end your subscription to the Service under
the other clauses of this Agreement, or by giving us one
month's advance notice if we: |
| |
3.3.1 |
tell you we are going to change the terms
of this Agreement in a way which materially affects your
rights or obligations (which, for the avoidance of doubt,
would not include changing the Service Fee under clause
4.5); or |
| |
3.3.2 |
significantly reduce the number of hours of the Service. |
| |
If you end your subscription to the Service
under this clause then, as soon as we have received your
returned Viewing Card, we will refund any part of the
Payment you have paid in advance for the Service for the
period after this Agreement has ended. |
| 3.4 |
We may end your subscription to the Service
and bring this Agreement to an end at any time on 14 days
notice to you. If we bring this Agreement to an end under
this clause then, as soon as we have received your returned
Viewing Card, we will refund any part of any Payment you
have paid in advance for the Service for the period after
this Agreement has ended. |
| 3.5 |
We may bring this Agreement to an end immediately
if you break any of its terms or fail to honour your obligations
or if any of our operating licences come to an end or
are terminated. We may also suspend the Service or terminate
this Agreement if bankruptcy proceedings are brought against
you, you do not make payment of a court judgment on time,
you make an arrangement with your creditors or if any
of your assets are the subject of any form of seizure.
If we bring this Agreement to an end under this clause,
we will not refund any part of any Payment you have paid
in advance for the service for the period after this Agreement
has ended. |
| 3.6 |
In addition to your right of termination
as set out in this clause 3, you may cancel this Agreement
within seven working days commencing on the day after
you enter into this Agreement (or such other period as
is given to you during the Subscription Process and confirmed
to you in your welcome letter) by contacting us via the
details set out below. Where you exercise such right of
cancellation, we will refund to you any Payments made.
If you cancel however, you are required to return the
Viewing Card to us as soon as possible at your own cost
as per the instructions that we will give you. Failure
to do so may result in us charging you for the Replacement
Cost of such Viewing Card at the reasonable costs incurred
by us in reclaiming it. |
| 4.0 |
WHAT WE PROMISE YOU |
| 4.1 |
Service: We will do
everything we reasonably can to broadcast the Service
to you for as long as you remain a subscriber and party
to this Agreement. In order to do this we will generally
encrypt the Service but permit you to view those parts
of the Service which you have chosen using your Viewing
Card.
Please note that we do not provide the service
offered by Freeview, and any issues concerning the channels
that form the Freeview service should be directed to
Freeview and not to us. |
| 4.2 |
Technical Difficulties:
We will make all reasonable efforts so that you will receive
the Service without any interruptions. However, from time
to time, faults occur with technology and you may experience
occasional disruptions (for example, because of planned
or emergency maintenance). You may also experience difficulties
in reception of the Service depending on where you live
and the condition of your aerial and we cannot be liable
for such difficulties. If you find that you are unable
to receive the Service because of where you live, you
may end your subscription and this Agreement by returning
your Viewing Card to us. |
| 4.3 |
Telephone calls: If you
telephone us we may record your call for training purposes
and to ensure that information is captured accurately
and in order to monitor the quality of service that we
provide to you. We will not do so for any reason unconnected
to these purposes. |
| 4.4 |
Programming: We are constantly
looking to improve the Service. This may mean that some
parts of the Service you receive (including television
channels) may be discontinued or altered or that the number
of hours for which they are broadcast is altered without
notice. We may also interrupt any part of the Service
(including television channels) in order to include a
pay-per-view or other event as part of the Service. We
reserve the right to recategorise any channel in the Channel
Package as a standalone channel (meaning that you must
subscribe to it separately from this Agreement and pay
an additional fee where required) or vice versa. |
| 4.5 |
Change to Payment Amount: We may change
the Payment at any time by giving you at least 30 days'
notice (in which case, your attention is drawn to your
rights under Clause 3.2). If Clause 3.3 applies then,
during the relevant minimum period, we agree that unless
such change is due to your decision under Clauses 4.6
or 4.7, that: |
| |
4.5.1 |
we will not increase each of the Connection Fee, Service
Fee and/or Viewing Card Replacement Fee more than once
in any year; and |
| |
4.5.2 |
any increase in each of the Connection Fee, Service
Fee and Viewing Card will not be more than: (a) 15%; or
(b) the increase in the Retail Price Index over the 12
months before we implement the price increase (whichever
is greater). |
| |
However, we may also change the amount of
the Payment with immediate effect to reflect any change
in the applicable rate of VAT and/or if we are required
by law or a regulatory authority to change our pricing
structure in a way which affects the Payment. |
| 4.6 |
Changing your choice: You
may subscribe to or desubscribe from your Channel Package
and/or any additional channels by contacting us (see the
end of this Agreement for our contact details). The changes
(and any changes to the Service Fee) will take effect
as soon as we have made the change which will usually
take less than 24 hours. |
| 4.7 |
Pay Per View and Interactive Services:
We may, from time to time, give you the opportunity to
view programmes on a pay-per-view-basis or offer you interactive
or other services. These are in addition to the Channel
Package you subscribed to and we reserve the right to
charge you for them individually if you choose to receive
them in viewable form. Additional terms and conditions
may apply and we will notify you of these. |
| 5.0 |
WHAT YOU PROMISE US |
| 5.1 |
Personal Details: You confirm
that all information you have supplied us is correct.
You will tell us immediately if you change your Address
or change your Decoder model or make. |
| 5.2 |
Activation of Viewing Card:
For security reasons your Viewing Card is not activated
until we dispatch it to you. We will normally activate
the Viewing Card without you needing to contact us but,
if you have bought a Starter Pack from a retailer, you
will need to contact us to activate your Viewing Card.
We will try to ensure your Viewing Card is activated by
the day you receive it or, if you already have a Viewing
Card, the day you subscribe or re-subscribe to the Service
and accept the terms and conditions of this Agreement,
but you may have to wait up to a day before your Viewing
Card is activated. We will not start charging you until
we send a signal to activate your Viewing Card. |
| 5.3 |
Payment: You agree to pay
us the Connection Fee immediately as accepting the terms
and conditions of this Agreement and pay the relevant
Service Fee in advance in the way we have agreed with
you during the Subscription Process and confirmed to you
in writing or in such other way we may subsequently agree
with you. |
| 5.4 |
Direct Debit/Credit Card:
If you have chosen to pay by direct debit or credit card,
you agree to allow us to alter your direct debit or credit
card instruction (including the amount) for any reason,
subject to the terms of the Direct Debit Guarantee. We
may also charge any other payment due to us under this
Agreement or any other agreement you have with us by means
of your direct debit or credit card. |
| 5.5 |
Cash: We may offer the
opportunity to pay by cash. If we do so, we may charge
more for the Service in order to cover, for example, our
additional administration costs. |
| 5.6 |
Credit Check: We may carry
out a credit check on you which involves searching the
files of one or more credit reference agencies (which
may keep a record of the search). We may also disclose
details about your conduct as a customer to those credit
reference agencies. Information thus held is used only
to help make credit decisions affecting you or members
of your household, or occasionally for fraud prevention
or tracing debtors. |
| 5.7 |
Personal Data: We are registered
under the Data Protection Act 1998. We may wish to use
the personal data you have provided to us to send you
details of products and services we offer from time to
time, and also to pass that data to other companies for
sales, marketing and market research purposes. We will
record and process any information that you supply to
us in accordance with your preferences registered during
the Subscription Process. You can change your marketing
preferences at any time by writing to us (see the end
of this Agreement for contact details). |
| 6.0 |
VIEWING CARD AND DECODER |
| 6.1 |
What is a Viewing Card?
A Viewing Card is an electronic device that, when activated,
acts like a key to enable you to view those parts of the
Service to which you are entitled. We will provide you
with a single Viewing Card only at any one time under
this Agreement. We may activate or deactivate the Viewing
Card in accordance with this Agreement. Having the Viewing
Card does not mean that you have a right to view or use
any part of the Service. If for some reason it is or remains
activated when you are not making Payments to us, or you
are for any other reason not entitled to view the Service,
you agree that you will not use the Viewing Card, you
will tell us immediately and will return the Viewing Card
to us if we ask you to. |
| 6.2 |
Ownership of a Viewing Card:
The Viewing Card will remain our property (or the property
of our licensors) at all times. You agree to send it
back to us within 7 days where we ask you to do so at
any time.
Your Viewing Card is for your personal use only and
must not be given to anyone else or we may deactivate
it. |
| 6.3 |
Interference with Viewing Card:
You must only use the Viewing Card with the Decoder you
tell us about during the Subscription Process. If you
change your Decoder, you must tell us straight away. You
must ensure that your Viewing Card is kept in reasonably
appropriate conditions and treated in an appropriate way.
This includes (but is not limited to): (i) complying with
the requirements on the card carrier in which your card
was delivered; (ii) keeping the Viewing Card at a temperature
between 0°C and 40°C; (iii) keeping the Viewing
Card at a humidity level between 20% and 80%; (iii) handling
the Viewing Card only using the plastic portion; (iv)
not handling the Viewing Card using gilded connectors
or separating the chip from its support; (v) not inserting
the Viewing Card in anything other than its intended reader;
(vi) not attempting to make any modifications of any kind
to the Viewing Card; and (vii) not decompiling, disassembling,
modifying or reverse engineering the Viewing Card or any
part of it. |
| 6.4 |
Lost, stolen or malfunctioning Viewing
Cards: If your Viewing Card is lost, stolen or
damaged, you must tell us immediately. We will replace
your lost, stolen or damaged Viewing Card provided you
pay us a Viewing Card Replacement Fee (and, in the case
of damaged Viewing Cards, provided you return your damaged
Viewing Card to us). We will not, however, charge you
if the Viewing Card was defective when delivered to you. |
| 6.5 |
Replacement of Viewing Cards:
For security reasons your Viewing Card will be replaced
from time to time. We will try to send you a new Viewing
Card before the old one becomes invalid.
We may charge you a Viewing Card Replacement Fee if
we replace your Viewing Card under this clause.
|
| 6.6 |
Deactivation: We may deactivate
the Viewing Card: (i) if you tamper with the Viewing Card
or use it for anything we have not authorised (this includes
but is not limited to those matters listed in clause 6.3);
(ii) if it is necessary to protect the security of our
transmission system; (iii) if you are in breach of this
Agreement (this includes but is not limited to a failure
by you to make any Payment); (iv) if this Agreement comes
to an end; or (v) if it is otherwise reasonable for us
to do so. |
| 6.7 |
Decoders: We do not
provide Decoders under this Agreement, and cannot be
held responsible for any faults with them, incompatibility
with our Viewing Card or any damage they may cause unless
we agree otherwise with you. We suggest contacting your
Decoder manufacturer or retailer in the event of any
problems.
You should keep your Viewing Card in your Decoder
at all times, and the Decoder connected to a mains supply
and in standby mode while not in use unless we instruct
you otherwise from time to time. In addition you must
allow us to update the software in your Decoder and/or
Viewing Card where we consider it appropriate, including
by sending signals to your Decoder. Your viewing may
be temporarily interrupted during software updates.
Failure to comply with this paragraph or our instructions
may result in interruptions to the Service.
|
| 7.0 |
WHAT RIGHTS AND REMEDIES WILL YOU
HAVE AGAINST US? |
| 7.1 |
Acceptance of liability:
We will always be liable to you in full for death or personal
injury caused by our negligence. In addition we do not
restrict or limit our liability to the extent it arises
as a result of our breach or negligence. |
| 7.2 |
Limitation of liability: Subject
always to clauses 7.1 and 7.3, we will not be liable under
this Agreement for any damage or loss suffered or incurred
by you as a consequence of: |
| |
7.2.1 |
any fault in a Decoder, your television set or your
aerial or any problems associated with Freeview, its channels
or service information; |
| |
7.2.2 |
any use of your Viewing Card with any decoding apparatus
which we have not approved; |
| |
7.2.3 |
any fault in your Viewing Card caused by you or anyone
else damaging or tampering with it (this includes but
is not limited to damage caused by a Decoder), your negligence
or failure to follow our reasonable instructions; |
| |
7.2.4 |
any indirect or consequential costs, losses or damages
you may suffer as a result of our actions or inaction;
or |
| |
7.2.5 |
the ending by either of us of this Agreement under
clause 3,
in each case where this is not attributable to our breach
of this Agreement or to our negligence.
|
| 7.3 |
We will not be liable under this Agreement
for any damage or loss suffered or incurred by you as
a consequence of our failure to provide the Service caused
by events outside our reasonable control (this includes,
but is not limited to, transmission failure, extremes
of weather, industrial disputes, nuclear accident, acts
of God, war or terrorist activity, riot, civil commotion,
malicious damage, compliance with any law or governmental
order, rule, regulation or direction coming into force
after the date of this Agreement, accident, breakdown
of plant or machinery, fire, flood, storm or default of
suppliers or sub-contractors). |
| 7.4 |
Consequences of termination:
Upon termination of this Agreement for any reason we will
deactivate the Viewing Card. Thereafter, you will not
be entitled to receive the Service. |
| 8.0 |
USE OF THE SERVICE |
| |
8.1 Your Promise To Us: You confirm to us
that you will only use the Viewing Card in an authorised
Decoder and at your Address for the purposes of viewing
those parts of the Service which you are entitled to view
for private domestic viewing purposes. In particular you
will not sell or make any charge for watching any part
of the Service or view any part of it in any public place
or in any private place other than a home (for example
a hotel, motel, restaurant, bar or other licensed premises
or any club or similar place). |
| 8.2 |
Copying: You agree not to redistribute or
relay any part of the Service to third parties and not
to make any recording or copy except for viewing at your
Address at a more convenient time. We may use your Viewing
Card to ensure that you cannot copy any part of the Service
where we are under a contractual obligation to do so. |
| 8.3 |
Your duty to compensate us: If you use the
Service for any purpose other than for private domestic
viewing, you will be liable to indemnify us in full for
any loss, liability or cost which we incur arising from
or in connection with any breach by you of this Agreement. |
| 9. |
ALTERING THIS AGREEMENT
We may make changes to this Agreement for any
reason if it is reasonable for us to do so (including,
for example, for commercial, technical, security or
legal reasons). We shall give you at least 30 days'
written notice of any change and we draw your attention
to your rights under Clause 3.2 or 3.3 (as applicable). |
| 10.0 |
OTHER MATTERS |
| 10.1 |
Transfer of this Agreement: We may wish
to transfer our rights or obligations under this Agreement
to any other legal entity. You agree that (i) we may
do so provided that this will not affect the scope of
your rights but only the entity against which you may
assert your rights; and (ii) after we notify you of
the date we will transfer the rights and obligations
under this Agreement to another legal entity, your only
rights under or in connection with this Agreement will
be against the new legal entity and not Top Up TV Limited.
You may not transfer your rights or obligations under
this Agreement to anyone else.
|
| 10.2 |
Governing Law: This Agreement is governed
by and interpreted in accordance with the laws of England
(or the laws of Scotland if you are domiciled there).
Disputes arising in connection with this Agreement shall
be subject to the exclusive jurisdiction of the courts
of England and Wales unless you choose the jurisdiction
of your domicile in Scotland or Northern Ireland. |
| 11.0 |
CONTACT DETAILS |
| 11.1 |
Top Up TV Limited is a company registered
in England and Wales, company number 04418933. Our registered
office is: 90 High Holborn, London, WC1V 6XX. |
| 11.2 |
Our VAT number is 835226435 |
| 11.3 |
Our customer helplines and services are
available as follows:
- To activate your Viewing Card, call 08700 855 123
(calls are charged at national rates and where made
from a mobile, your mobile tariffs will apply). This
line is open between 8am and 10pm, 7 days a week.
- For customer services, call 08 712 712 712 (calls
are charged at 10p per minute and where made from
a mobile, your mobile tariffs will apply). This line
is open between 8am and 10pm, 7 days a week.
- For correspondence, write to: PO Box 801, Kirkcaldy,
Fife, KY2 6WW or email: [email protected]
|
