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 on this page during your Subscription Process. If you do not accept these terms and conditions you must return your Viewing Card to us immediately and in any event within 7 days of you receiving it, otherwise you will be bound by them.

3.1

This Agreement will begin on the date on which your Viewing Card is activated for the Service (or, if you are resubscribing to the Service, reactivated), 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 one month's advance notice. If you end your subscription 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 respect of the period after your subscriptions 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.

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:

3.5

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 do so 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 respect of the period after this Agreement has ended.

4.1

Service: We will do everything we reasonably can to broadcast the Service to you for as long as you remain a subscriber. 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 upon subscription you find that you are unable to receive the Service because of where you live or the condition of your aerial, you may end your subscription by returning your Viewing Card to us within 7 days of receiving it.

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 and normally pay an additional fee) or vice versa.

4.5

Change to Payment Amount: We may change the amount you have to pay for any part of the Service at any time by giving you at least 30 days' notice. If clause 3.3 applies then during the relevant minimum period we agree, that unless for one of the reasons set out below:

4.6

Changing your choice: You may subscribe to or desubscribe from your Channel Package and/or any additional channels by contacting us. 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.

5.1

Personal Details: You confirm that you are over 16 years old and 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, 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 and pay the relevant Service Fee in advance in the way we have agreed with you during the Subscription Process 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.

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 straightaway. 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 reasonable Viewing Card Replacement Fee not exceeding £15 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 or any damage they may cause. 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. Failure to do so or comply with our instructions may result in interruptions to the Service.

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 under Part 1 of the Consumer Protection Act 1987 or as a result of our breach of our statutory duty under Section 41 of that Act.

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,

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.

8.1

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.

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.

11.1

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.