Gazette No.: 38/1998 Published on 18 Sep 1998

Fixed Telecommunication Network Services Licence
Telecommunication Ordinance Chapter 106

In accordance with General Condition 20 of Fixed Telecommunication Network Services (FTNS) Licence, Hong Kong Telephone Company Limited, The Hong Kong Telecom International Limited and Hong Kong Telecom CAS Limited (the Company) hereby publish the Tariff Schedule comprising the tariffs, the terms and conditions under which it will provide the following telecommunication services with effect from 1 April 1998.

Part X - International
Wholesale Virtual Private Network Services

1. Service Description
1.1 The Wholesale Virtual Private Network Service (VPN) is an end-to-end service designed for use by VPN Licensees in Hong Kong as a service platform for provisioning of VPN services to their customers.

2. Charges
2.1 Definitions

Unless the context otherwise requires, words defined in the General Conditions and the Special Conditions have the same meaning when used in this part 2:
(a) 12 month period means the 12 month period commencing on the Service Commencement Date and each 12 month period commencing on the anniversary of the Service Commencement Date.
(b) Actual Volume means the sum of the Call Duration of each IVPN Call for the preceding 12 month period.
(c) Additional Usage Charge means in relation to the preceding 12 month period or such shorter period if the Agreement is terminated within a 12 month period, the Standard Usage Charge for that period less the sum of the Monthly Usage Charges for that period.
(d) Call Duration of a call means the duration of that call measured from the time of receipt of an answer back signal at the Company Interface until call release at the Company Interface and rounded up to the nearest 6-second interval.
(e) Monthly Usage Charge is equal to the sum of the Call Duration of each Outgoing IVPN Call in the relevant month multiplied by the Volume Rates.
(f) Standard Usage Charge for the preceding 12 month period or such shorter period if the Agreement is terminated within a 12 month period, is equal to the sum of the Call Duration of each Outgoing IVPN Calls for that period multiplied by the Standard Rates.

2.2 WHOLESALE VPN USAGE CHARGES

Note:

1. The rates above apply to Outgoing IVPN Calls only.
2. The Customer must pay the Company the Monthly Usage Charge monthly in arrears.
3. If in any 12 month period the Actual Volume is less than 1 million minutes the Customer must pay the Company the Additional Usage Charge within 30 days of notice from the Company of the amount of the Additional Usage Charge.
4. If the Agreement is terminated before the expiration of any 12 month period and the sum of the Call Duration of each IVPN Call for the months since the end of the previous 12 month period is less than 1 million minutes, the Customer must pay the Company the Additional Usage Charge for that period on the date of termination of the Agreement.

2.3 USC PAYMENTS

(a) In addition to the usage charges the Customer must pay the Company $0.134 per Call Duration minute for each IVPN Call in satisfaction of the Customer's obligation to make USC payments to Hong Kong Telephone Company Limited in relation to services provided using the Services.

2.4 SERVICE CHARGES

(a) Service Set Up Charges

The Customer must pay the Company a Service Set Up Charge on the Service Commencement Date which will be determined based on the Company's one-off job tariff.

(b) Reconfiguration Charges

The Customer must pay the Company a Reconfiguration Charge of HK$ 1,000 for each Dial Plan change requested by the Customer. For other types of reconfiguration work, the job will be performed on a project basis and the charges will be determined based on the Company's one-off job formula tariff. All such charges are payable by the Customer to the Company upon acceptance of the request by the Hongkong Telecom.

3. Conditions of Service

Please refer to Appendix I.A and Appendix VPNW_SC.I.A

APPENDIX VPNW_SC.I.A

Wholesale International Virtual Private Network Service
Special Condition

1. GENERAL TERMS AND CONDITIONS
1.1 The Service is a wholesale international virtual private network service made available by the Company to the Customer subject to the Company's General Conditions of Service and these Special Conditions.
1.2 If any term of these Special Conditions is inconsistent with the General Conditions of Service these Special Conditions will prevail.
1.3 Capitalised terms in these Special Conditions have the meanings given to them in clause 7 or the General Conditions of the Service (as applicable).

2. DELIVERY OF IVPN CALLS
2.1 In respect of each Outgoing IVPN Call:

(a) the Customer must carry the Outgoing IVPN Call from the Calling Party to the Company Interface; and
(b) the Company must carry that Outgoing IVPN Call to the relevant Foreign Interface for onwards delivery to the Called Party outside Hong Kong by a Foreign Operator.

2.2 In respect of each Incoming IVPN Call:

(a) the Company must carry the Incoming IVPN Call from the relevant Foreign Interface to the the Company Interface; and
(b) the Customer must carry the Incoming IVPN Call from the the Company Interface to the Called Party.

3. USE OF THE SERVICE
3.1 The Customer must:

(a) hold an IVPN Licence;
(b) comply with the IVPN Regulations and all laws and regulations relating to the supply by the Customer of international virtual private network services; and
(c) ensure that all external public telephone calls of CUG Members are delivered to the Company's external public telephone service and not to the Service.

3.2 The Customer must not:

(a) deliver to, or enter into any agreement, arrangement or understanding whether enforceable or not with any person involving the delivery to, Hongkong Telecom at the the Company Interface of any outgoing call that is not an Outgoing IVPN Call;
(b) enter into any agreement, arrangement or understanding whether enforceable or not with any person involving the delivery of any call that is not an Incoming IVPN Call by a Foreign Operator to the relevant Foreign Interface; or
(c) enter into any agreement, arrangement or understanding whether enforceable or not with any person involving the delivery of any Incoming IVPN Calls used to provide outbound calling services initiated in Hong Kong; or
(d) provide an IVPN Call using Switched Access in Hong Kong and Switched Access in a country outside Hong Kong; or
(e) Translate or arrange for any other person to Translate the CLI of any Outgoing IVPN Call or the Called Number of any Incoming IVPN Call; or
(f) deliver Outgoing IVPN Calls to the Hongkong Telecom Interface or receive Incoming IVPN Calls involving an unjustifiable level of Switched Access.

3.3 If the Customer delivers to the Company at the the Company Interface any call that is in the Company's opinion not an Outgoing IVPN Call, the Company may in its absolute discretion arrange for the routing of that call to another appropriate service and the Customer must pay the Company the applicable tariff for that service for that call.

3.4 the Company may elect not to carry:

(a) IVPN Calls that are Translated in the manner described in paragraph 3.2 of these Special Conditions;
(b) Incoming IVPN Calls used to provide outbound calling services initiated in Hong Kong;
(c) calls that are not IVPN Calls; and
(d) any calls that otherwise involve a breach of this Agreement.

3.5 The Parties acknowledge and agree that:

(a) a Reseller Customer must be a member of a Corporate Group or an Organisation;
(b) a Reseller Customer cannot be a CUG Member of more than one Corporate Group;
(c) a Corporate Group cannot be a CUG Member of an Organisation;
(d) an Organisation cannot be a CUG Member of a Corporate Group;
(e) if any Calling Party or Called Party is a CUG Member of both a Corporate Group and an Organisation or a CUG Member of 2 Organisations:

(i) information on its Registered Site, IVPN Number and IPSTN Number must be separately registered in the Dial Plans of the individual Corporate Group and the Organisations; and
(ii) traffic must not be delivered between the different Corporate Groups and Organisations.

3.6 The obligations in paragraph 3 of these Special Conditions are material obligations for the purposes of the General Conditions and any breach by the Customer of this paragraph 3 will amount to an Unauthorised Activity for the purpose of the General Conditions .

3.7 If the Company suspects that Unauthorised Activities have or are occurring in relation to the Service, in addition to Hongkong Telecom's right to suspend or terminate the Service the Company may restrict the Dial Plan and place other restrictions on the Service as it considers necessary.

4. DIAL PLAN
4.1 The Customer must provide the Company with the following information in relation to each CUG Member of each Organisation or Corporate Group that is a Reseller Customer to enable the Company to compile and maintain the Dial Plan for each Organisation or Corporate Group

(a) the name of the CUG Member;
(b) the country in which the Registered Site of the CUG Member is located;
(c) the IPSTN Number and the IVPN Number of the CUG Member;
(d) whether or not the CUG Member's Registered Site is connected to the Customer's IVPN platform via Switched Access or Dedicated Access; and
(e) such other information as the Company may reasonably require from time to time to provide the Service or ensure compliance with this Agreement.

5. OPERATIONS MANUAL
5.1 The Customer must comply with the Operations Manual which will include the following:

(a) the procedures for the Customer to forecast its requirement for the Service and to order the Service;
(b) descriptions, technical specifications for the Service and interfaces between the networks of the Company and the Customer:
(c) fault reporting;
(d) maintenance procedures;
(e) safety procedures; and
(f) other matters agreed between the Company and the Customer from time to time.

6. DELIVERY FEES AND USC
6.1 The Parties acknowledge and agree that:

(a) no delivery fee is to be paid or retained by the Customer in relation to IVPN Calls under the determination of the Telecommunications Authority dated 29 September 1995, any modification, variation or replacement of that determination or any equivalent determination; and
(b) the Charges do not include any USC payments; and
(c) the Customer must make USC payments to the Company in the manner specified in the Service Description and Charges.

7. DEFINITIONS
Unless the context otherwise requires, words defined in the General Conditions have the same meaning when use in these Special Conditions, and in these Special Conditions.

(a) Authorised Destination means a destination outside Hong Kong that the Company has approved as one to and from which the Service is provided, as notified by the Company from time to time.
(b) Called Number means the IVPN Number or IPSTN Number of the Called Party registered in the Dial Plan and dialled by the Calling Party.
(c) Called Party means the customer equipment:to which an IVPN

(i) Call is conveyed for final termination (which for the avoidance of doubt excludes any interim device used in relation to the routing or establishment of the call); and
(ii) that answers the call and communicates with the Calling Party.

(d) Calling Party means the customer equipment:

(i) from which an IVPN Call originates for transmission to a Called Party (which for the avoidance of doubt excludes any device used for call re-origination, establishment or routing); and
(ii) that initially dials the Called Number and communicates with the Called Party.

(e) CLI means the information identifying the PSTN number of the Reseller Customer line from which a call originates that is generated or verified by the telecommunications network to which the Reseller Customer line is directly connected.
(f) Common Purpose in relation to an Organisation or Corporate Group means the bona fide primary interest of that Organisation or Corporate Group as set out in its constituent documents and pursued in practice by the Organisation or Corporate Group and which must not be:

(i) a domestic, personal or social interest; or
(ii) for the purpose of providing telecommunications services among its CUG Members or a purpose that has the same result; or
(iii) an economic relationship between its CUG Members that does or may exist independently of the Organisation or Corporate Group; or
(iv) such other relationship as may be specified by the Company from time to time.

(g) Corporate Group in relation to a Reseller Customer that is a company means:

(i) if the company is incorporated in Hong Kong, its holding company, its subsidiaries and subsidiaries of the same holding company as those terms are defined under the Companies Ordinance (Chapter 32); or
(ii) if the company is incorporated under the legislation of another country or territory, its holding company, its subsidiaries and subsidiaries of the same holding company as those terms are defined under the Companies Ordinance (Chapter 32) as if the company was incorporated under the Companies Ordinance (Chapter 32).

(h) CUG Member means:

(i) in relation to a Corporate Group, a registered member of that Corporate Group; or
(ii) in relation to an Organisation, a registered member of that Organisation.

(i) Dedicated Access in relation to an IVPN Call means the carriage of that call over a Direct Access Line.
(j) Dial Plan means in relation to each Corporate Group or Organisation details of the Registered Site and corresponding IVPN Number and IPSTN Number and other information detailed in paragraph 4.1 for each CUG Member.
(k) Direct Access Line means:

(i) in relation to a Registered Site in Hong Kong, a direct leased line of dedicated unswitched transmission capacity used solely to receive and deliver IVPN Calls between that site and the Customer's IVPN switch platform or the the Company Interface if the Customer does not operate an IVPN switch platform; and
(ii) in relation to a Registered Site in a foreign country, a direct leased line of dedicated unswitched transmission capacity used to receive and deliver IVPN Calls between that site and the relevant Foreign Operator's IVPN switch; and
(iii) expressly excludes access through the public switched telephone network.

(l) Foreign Interface means the agreed demarcation point between the Network and a Foreign Network for IVPN Calls.
(m) Foreign Network means a telecommunications network outside Hong Kong that carries communications to and from a Hong Kong telecommunications network.
(n) Foreign Operator means a person operating a foreign network:

(i) to which the Company delivers Outgoing IVPN Calls; and
(ii) from whom the Company receives Incoming IVPN Calls.

(o) Hongkong Telecom Interface means the device used by the Company to receive and deliver IVPN Calls under this Agreement.
(p) Incoming IVPN Call means an international virtual private network call that:

(i) complies with the IVPN Criteria;
(ii) originates from a Calling Party located at a Registered Site in an Authorised Destination and terminates to a Called Party located at a Registered Site in Hong Kong that is a Reseller Customer;
(iii) is addressed by the Calling Party to a IVPN Number of the Called Party and is received by the Company with that addressing information; and
(iv) is delivered to Hongkong Telecom by a Foreign Operator for onwards delivery to the Customer at the Hongkong Telecom Interface for termination to a Called Party that is a Reseller Customer.

(q) IPSTN Number means in relation to a CUG Member its international public switched telephone network number.
(r) IVPN Call means an Incoming IVPN Call or Outgoing IVPN Call.
(s) IVPN Criteria in relation to a call means that the call:

(i) is limited to the carriage of fax, voice or data over the voiceband;
(ii) is between a Calling Party and a Called Party that are both CUG Members of the same Corporate Group or Organisation;
(iii) is between Registered Sites of the CUG Members;
(iv) is for a Common Purpose;
(v) terminates to a Called Party through Direct Access if it originates from the Calling Party through Switched Access and originates from a Calling Party through Direct Access if it terminates to the Called Party through Switched Access; and
(vi) complies with the IVPN Regulations.

(t) IVPN Licence means the Customer's IVPN Licence granted to it under the Telecommunication Ordinance.
(u) IVPN Regulations means the terms of the IVPN Licence and any guidelines issued by the Telecommunications Authority from time to time in relation to the operation of international virtual private network services.
(v) IVPN Number means a 3-7 digit number that is allocated by the Customer to each CUG Member.
(w) Operations Manual means an operations manual in relation to the Service issued by the Company from time to time.
(x) Organisation means a bona fide group of persons that:

(i) is engaged in a Common Purpose and which has the specific purpose of pursuing such a Common Purpose as stated in the Organisation's constituent documents; and
(ii) does not have as a primary or subsidiary purpose the facilitation of communications between its members; and
(iii) qualifies as an Organisation under the IVPN Regulations,
(iv) as assessed by Hongkong Telecom from time to time on the basis of the nature and scope of the group of persons, its activities and membership.

(y) Outgoing IVPN Call means an international virtual private network call of a Reseller Customer that:

(i) complies with the IVPN Criteria; and
(ii) originates from a Calling Party located within Hong Kong at a Registered Site and terminates to a Called Party at a Registered Site located in an Authorised Destination.

(z) Registered Site means for each CUG Member a site:

(i) the telephone number which is registered in the Dial Plan for that CUG Member as a telephone number of its Corporate Group or Organisation;
(ii) that is used to pursue the Common Purpose of that Corporate Group or Organisation; and
(iii) that is the final origination or termination point for the IVPN Call.

(aa) Reseller Customer means a person or company which contracts with the Customer for supply of a Customer Service.
(bb) Service means delivery of IVPN Calls in accordance with this Agreement.
(cc) Switched Access means any method of delivering IVPN calls to or from a CUG Member other than through Dedicated Access (including through the public switched telephone network).
(dd) Translate includes alter or modify or delete.

1 April 1998

PART XI - International
International Television Full Time Service

1. Service Description
1.1 The Company's International Television Full-Time Service provides Customers with Earth Station transmission and reception for use in establishing permanent communications channels to support the reception and/or transmission of television and audio signals between Hong Kong and international destinations.
1.2 The Service:

(a) operates between 4 to 24 consecutive hours a day 7 days a week and is a non-switched service that provides full motion one way video and audio transmission via satellite; and
(b) may be provided in either an analogue or digital transmission format.

1.3 The Customer may acquire any one or a combination of the following:

(a) a Transmission Service - to transmit the video and audio signals from the Earth Station to satellite Transponder Capacity; and/or
(b) a Reception Service - to receive video and audio signals at the Earth Station from satellite Transponder Capacity; and/or
(c) a Turnaround Service - to receive video and audio signals at the Earth Station from Transponder Capacity and to transmit those signals from the Earth Station to other Transponder Capacity for onwards transmission to other parts of the world.

1.4 Customers may use the Service in combination with the following to support international end to end transmission of audio and television signals:

(a) For transmission and/or reception service, a Local Video Circuit between the Earth Station and the Customer's Premises acquired by the Customer from a Local Operator;
(b) Compression Equipment located at the Earth Station;
(c) Transponder capacity acquired from a Satellite Operator; and
(d) Foreign Half Circuits supplied by Foreign Operators.

2. CHARGES

2.1 PRICING FORMULA FOR TRANSMISSION/RECEPTION SERVICE
Annual charge = (a + b x c + d) x (1 + e)
where

1. running cost of a single standard television channel comprising 1 video channel and 1 or more audio channels and varies according to television channel in SCPC or MCPC mode. Running cost includes the equipment and facilities costs, O & M, overheads and other relevant costs of the provisioning of the service.
2. number of additional television channels.
3. running cost for each additional television channel. Running cost includes the equipment and facilities costs, O & M, overheads and other relevant costs of the provisioning of the service.
4. running cost for encoding and/or decoding equipment supplied at the request of customer. Running cost includes the equipment and facilities costs, O & M, overheads and other relevant costs of the provisioning of the service.
5. markup at 20%

Notes:

1. The formula applies to analogue SCPC, digital SCPC and digital MCPC.
2. Full time services refer to those services of service term of at least 1 month and a minimum of 4 continuous hours daily and full time charges will apply irrespective of the daily service hours.
3. Monthly charge is equal to 1/12 of the annual charge and will apply for service terms less than 1 year.
4. For service terms above 3 years, a discount of 10% on the annual charge will be offered.
5. The formula applies to ground segment only.
6. Space segment (lease of transponder capacity) is to be arranged by the customer with relevant satellite operator. If the Company is to acquire the transponder capacity on behalf of the customer, it will collect a management fee representing a 10% markup on the lease charge of the capacity.
7. SCPC - Single Channel Per Carrier
8. MCPC - Multiple Channel Per Carrier

3. Conditions of Service
Please refer to Appendix I.A and Appendix ITVF_SC.I.A

Appendix ITVF_SC.I.A

International Television Full Time Service
Special Conditions

1. SPECIAL CONDITIONS
1.1 The Service is an International Television Full Time Service made available by the Company to the Customer subject to the Company's General Conditions of Service and these Special Conditions.
1.2 If any term of these Special Conditions is inconsistent with the General Conditions of Service these Special Conditions will prevail.
1.3 Capitalised terms in these Special Conditions have the meanings given to them in clause 13 or the General Conditions of the Service (as applicable).

2. THE SERVICE
2.1 The Company will supply the Service following receipt from the Customer of a fully completed written Application for the Service and notification by the Company to the Customer that it will provide the Service requested in the Application.
2.2 The Customer agrees that:

(a) the Company will determine and notify the Customer of the proposed Service Commencement Date;
(b) the Service Commencement Date is subject to the availability of the Local Video Circuit, the Compression Equipment, the Transponder Capacity and the Foreign Half Circuit in accordance with these Special Conditions;
(c) the Company will have no liability for any Loss that may be suffered by any person as a result of the Company failing to meet a proposed Service Commencement Date; and
(d) the quality of the Service will depend on the technical and operational quality of the Transponder Capacity, the Foreign Half Circuit, the Compression Equipment and the Local Video Circuit.

3. LOCAL VIDEO CIRCUITS
3.1 The Customer may either obtain the Local Video Circuit by:

(a) arranging for the provisioning of the Local Video Circuit directly with a Local Operator; or
(b) appointing the Company as the agent of the Customer to acquire the Local Video Circuit from a Local Operator on the Customer's behalf in accordance with clause 7.

3.2 If the Customer decides to directly arrange to acquire the Local Video Circuit from a Local Operator it must ensure that:

(a) the Local Video Circuit is installed, tested and made available by the proposed Service Commencement Date;
(b) the Local Video Circuit conforms to the Company's technical standards and requirements for the Service; and
(c) the Local Operator deals directly with and provides reasonable assistance to the Company in relation to the connection and the interworking of the Local Video Circuit and the Service.

3.3 If the Customer wishes the Company to arrange for the Local Video Circuit to be provisioned:

(a) it will notify the Company of that request;
(b) the Company may elect if it wishes to arrange the Local Video Circuit; and
(c) if the Company elects to arrange the Local Video Circuit, the Company is appointed as the agent of the Customer in accordance with clause 7 to enter into such arrangements with the Local Operator on the Customer's behalf as may be necessary or convenient to arrange for the supply of the Local Video Circuit.

3.4 The Customer will be directly responsible to the Local Operator for all charges levied by it for the Local Video Circuit and any other services or equipment provided by the Local Operator.

4. COMPRESSION EQUIPMENT
4.1 Subject to clause 4.2, if the Customer usesthe Service to transmit or received compressed digital signals the Customer must:

(a) if the Customer uses the Service to transmit compressed digital signals, provide the Company with Encoders as required by the Company from time to time and 2 Decoders for each digital channel; and
(b) if the Customer uses the Service to receive compressed digital signals, provide the Company with Decoders as required by the Company from time to time.

4.2 If the Customer uses the Service to transmit or receive compressed digital signals and wishes the Company to supply the Decoders:

(a) the Customer may request the Company to supply the Decoder; and
(b) if the Company elects in its absolute discretion:

(i) to supply the Decoders, the Customer will pay the additional Charges for that Decoders; or
(ii) not to supply the Decoder, the Customer must supply the Decoders under clause 4.1.

4.3 The Compression Equipment may be located at the Earth Station in which case it must be leased to the Company for a nominal rent under the Company's standard lease agreement for that purpose and that lease will terminate on the termination of these Conditions.

5. TRANSPONDER CAPACITY
5.1 The Customer may either obtain the Transponder Capacity by:

(a) arranging for the provisioning of the Transponder Capacity directly with a Satellite Operator; or
(b) appointing the Company as the agent of the Customer to acquire the Transponder Capacity from a Satellite Operator on the Customer's behalf in accordance with clause 7.

5.2 If the Customer decides to directly arrange to acquire the Transponder Capacity from a Satellite Operator it must ensure that:

(a) the Transponder Capacity is installed, tested and made available by the proposed Service Commencement Date,
(b) the Transponder Capacity conforms to the Company's technical standards and requirements for the Service; and
(c) the Satellite Operator deals directly with and provides reasonable assistance to the Company in relation to the connection and the interworking of the Transponder Capacity and the Service.

5.3 If the Customer wishes the Company to arrange for the Transponder Capacity to be provisioned:

(a) it will notify the Company of that request;
(b) the Company may elect if it wishes to arrange the Transponder Capacity; and
(c) if the Company elects to arrange the Transponder Capacity, it is appointed as the agent of the Customer to enter into such arrangements with the Satellite Operator as may be necessary in accordance with clause 7.

5.4 The Customer will be directly responsible to the Satellite Operator for all charges levied by the Satellite Operator for the Transponder Capacity and any other services or equipment provided by the Satellite Operator.

6. FOREIGN HALF CIRCUITS
6.1 The Customer may either obtain the Foreign Half Circuit by:

(a) arranging for the provisioning of the Foreign Half Circuit directly with a Foreign Operator; or
(b) appointing the Company as the agent of the Customer to acquire the Foreign Half Circuit from a Foreign Operator on the Customer's behalf in accordance with clause 7.

6.2 If the Customer decides to directly arrange to acquire the Foreign Half Circuit from a Foreign Operation the Customer must ensure that:

(a) the Foreign Half Circuit is installed, tested and made available by the proposed Service Commencement Date,
(b) the Foreign Half Circuit conforms to the Company's technical standards and requirements for the Service; and
(c) the Foreign Operator deals directly with and provides reasonable assistance to the Company in relation to the connection and the interworking of the Foreign Half Circuit and the Service.

6.3 If the Customer wishes the Company to arrange for the Foreign Half Circuit to be provisioned:

(a) it will notify the Company of that request;
(b) the Company may elect if it wishes to arrange the Foreign Half Circuit; and
(c) if the Company elects to arrange the Foreign Half Circuit, it is appointed as the agent of the Customer to enter into such arrangements with the Foreign Operator as may be necessary in accordance with clause 7.

6.4 The Customer will be directly responsible to the Foreign Operator for all charges levied by the Foreign Operator for the Foreign Half Circuit and any other services or equipment provided by the Foreign Operator.

7. THE COMPANY ACTING ON BEHALF OF THE CUSTOMER
7.1 If the Company is appointed to act as the Customer's agent and arrange for the provision, on the Customer's behalf, of the Local Video Circuit by a Local Operator, the Transponder Capacity by the Satellite Operator or a Foreign Half Circuit by a Foreign Operator:

(a) the Company will have authority to place the order with the Local Operator, Foreign Operator or Satellite Operator (Operator) on that operator's tariffed terms and conditions for such telecommunications services including charges;
(b) the Customer will contract as principal directly with the Operator on its applicable terms and conditions;
(c) the Company does not warrant that it will always be able to obtain and is under no duty to ensure that the Customer obtains the best terms and conditions offered by the Operator at any time; and
(d) the Customer indemnifies the Company against any liability to the Operator in respect of its dealings with the Operator in relation to the provision of the Local Video Circuit, the Transponder Capacity or the Foreign Half Circuit as the case maybe.

8. CUSTOMER OBLIGATIONS
8.1 The Customer must:

(a) use the Service solely to transmit one way video and audio signals relating to the business carried on by the Customer and associated data, and control signals that are necessary to transmit the video and audio signals; and
(b) comply with all technical specifications notified by the Company from time to time.

8.2 The Service must be used by the Customer or its Affiliates and must not directly or indirectly be used by any other person (whether for gain or otherwise).
8.3 The Customer is responsible for the Transmission Content.
8.4 The Customer must:

(a) comply with the Code of Practice;
(b) take all reasonable steps to ensure that the Transmission Content conforms to the law of the receiving territories and any programming and advertising standards as may be issued from time to time by any Governmental Agency in the receiving territories;
(c) provide the Government of the Hong Kong Special Administrative Region promptly with such information, in a format to be prescribed by the Government of the Hong Kong Special Administrative Region as may reasonably be required by the Government of the Hong Kong Special Administrative Region from time to time in order to establish and verify;
(d) that the Customer is (and remains) a fit and proper person;

(i) the nature of the programmes and material broadcast or supplied as part of the Transmission Content; and
(ii) that the Transmission Content is or is not intended for reception in Hong Kong;

(e) promptly provide for examination by the Government of the Hong Kong Special Administrative Region, such recordings of programmes broadcast or supplied as part of the Transmission Content, as the Government of the Hong Kong Special Administrative Region may require within 90 days of that broadcast or supply; and
(f) ensure that its financing through advertising revenues does not rely principally on the Hong Kong advertising market.

8.5 A breach of this clause by the Customer is an Unauthorised Activity for the purpose of the General Conditions of Service.
8.6 The Minimum Commitment Period in relation to the Service is 12 months from the Service Commencement Date unless the Company and the Customer agree otherwise.

9. BILLING, PAYMENT AND SECURITY
9.1 The Company will provide single-end ordering, billing and fault reporting or any combination of them if the Customer requests and the Company notifies the Customer that it elects to do so.
9.2 If the Customer is located outside Hong Kong, the Customer must pay each invoice by telegraphic transfer to a bank account notified by the Company.
9.3 If required by the Company the Customer must, within 30 days of any such request, provide the Company with:

(a) a security deposit equal to the Charges payable for 3 months in accordance with clause 5 of the General Conditions; or
(b) an irrevocable and unconditional bank guarantee for an amount equal to the Charges payable for 3 months (Guarantee).

9.4 The Guarantee must be from a reputable bank in Hong Kong and must be in a form approved by the Company in its absolute discretion. All costs and expenses associated with the Guarantee must be borne by the Customer.

10. REFUNDS FOR INTERRUPTIONS
10.1 If the Service:

(a) is Unavailable for a period of more than 30 consecutive minutes in any 24 hour period (measured from the time the Unavailability is reported to the Company by the Customer);
(b) the Customer notifies the Company of the Unavailability and claims a credit within 30 days of date of the Unavailability; and
(c) the Company verifies and confirms the period of Unavailability;

10.2 The Company will credit the proportion of the Charges relating to the period of Unavailability to the Customer's account in accordance with the following formula:

where the Annual Charge is equal to 12 times the Monthly Rental Charge.

10.3 The credit will be calculated monthly and will be offset against further Charges payable in relation to the Service. The Customer will not receive a credit in the form of cash.
10.4 A claim for a credit is the Customer's sole remedy in relation to any Unavailability of the Service.

11. TERMINATION
11.1 The Customer may terminate the Service or the Agreement by written notice to the Company if:

(a) the Service is Unavailable for a period of 6 consecutive hours in any 24 hour period provided that the Customer gives the Company the notice of the termination within 14 days from the date the Service is Unavailable; or
(b) the Service is Unavailable for a total of more than 53 minutes in any 12 Month Period provided that the Customer gives the Company the notice of termination within 14 days from the date when the total Unavailability of the Service exceeds 53 minutes for the 12 Month Period.

11.2 The Company may immediately terminate all or part of the Service at any time by written notice to the Customer if the Company is directed to do so by a Governmental Agency.
11.3 The Cancellation Charge is not payable by the Customer if the Customer terminates the Service under clause 11.1 as a result of the Service being Unavailable.

11.4 The Cancellation Charge is calculated in accordance with the following formula:

where the Annual Charge is equal to the 12 times the Monthly Rental Charge.

12. NOTICE
12.1 A notice, consent or any other communication under these Conditions to the Company must be addressed to its registered office to the attention of the Manager - International Television at fax number +852 2962 5759

13. DEFINITIONS
13.1 Unless the context otherwise requires the following words have the meanings given to them in this clause.

12 Month Period means each 12 month period commencing on the Commencement Date and each anniversary of the Commencement Date.
Code of Practice means the Programme Standards for Broadcasters and/or Programme Suppliers Uplinked through HKTI and the Adverting Standards for Broadcasters and/or Programme Suppliers Uplinked through HKTI as amended from time to time.
Compression Equipment means Encoders, Decoders and any other compression equipment required by the Company from time to time.
Decoder means equipment that converts digital signals to analogue signals.
Earth Station means the Company's satellite earth station or such other premises used in relation to the Service as designated by the Company from time to time.
Encoder means equipment that converts analogue signals to digital signals.
Force Majeure means anything outside the reasonable control of the Company including but not limited to, industrial disputes of any kind, war declared or undeclared, blockade, disturbance, a natural disaster such as lightening, earthquake, storm, flood, explosion or meteor, law or any power lawfully exercised by a Government Agency, any change in any Applicable Law, inability or delay in granting governmental or other approvals, consents, permits, licenses or authorities, sun interference, satellite failure or telecommunication network outage or degradation which the Company cannot reasonably control.
Foreign Half Circuit in relation to the Service means the corresponding international transmission capacity approved by the Company between the Transponder Capacity and the premises located outside Hong Kong.
Local Operator means any person authorised under the Telecommunication Ordinance to provide Local Video Circuits.
Local Video Circuit means the local video transmission service approved by the Company between the Customer's Premises and the Earth Station.
Satellite Operator means the owner and operator of the Transponder Capacity.
Transmission Content means any communications in any form transmitted via the Service.
Transponder Capacity in relation to the Service means the satellite transponder capacity approved by the Company to which the Earth Station transmits and from which the Earth Station receives Transmission Content.
Unavailable or Unavailability in relation to the Service means any interruption or failure in the Service that has been verified by the Company and is due to failure of the Company's equipment but do not cover any failure of due to a Force Majeure or customer supplied Compression Equipment or any act or omission of the Customer.

1 April 1998

PART XII - International
International Television Occasional Service

1. Service Description
The International Television Occasional Service provides customers with service elements for use in establishing ad hoc temporary communications channels to support the reception and/or transmission of television signals between Hong Kong and Authorised Destinations.
1.1 The Service:

(a) operates for periods agreed between the Company and the Customer and provides full motion one way video and audio transmission via satellite and via microwave to a limited number of Authorised Destinations; and
(b) may be provided in either analogue or digital transmission format.

1.2 Subject to availability of Local Video Circuits, Compression Equipment Transponder Capacity and Foreign Half Circuits, the Service will be established on request by the Customer and will be maintained for such period as the Customer may request.
1.3 The Customer may acquire any one or a combination of the following:

(a) a Transmission Service - to transmit the video and audio signals from the Earth Station to satellite Transponder Capacity; and/or
(b) a Reception Service - to receive video and audio signals at the Earth Station from satellite Transponder Capacity; and/or
(c) a Turnaround Service - to receive video and audio signals at the Earth Station from Transponder Capacity and to transmit those signals from the Earth Station to other Transponder Capacity for onwards transmission to other parts of the world.

1.4 Customers may use the Service in combination with the following to support international end to end transmission of audio and television signals:

(a) For transmission and reception service, a Local Video Circuit between the Earth Station and the Customer's Premises acquired by the Customer from a Local Operator;
(b) Transponder capacity acquired from a Satellite Operator; and
(c) Foreign Half Circuits supplied by Foreign Operators.

2. CHARGES
2.1 SATELLITE TRANSMISSION/RECEPTION SERVICE
This service is provided via the Hong Kong Earth Station to Pacific and Indian Ocean Region satellites. Atlantic Ocean Region satellites can be accessed via Double-Hop services.

(a) Usage Charges - Ground Segment Only

Note:

1. Non-contracted users will be charged at the Non-Contracted Rate.
2. Contracted users need to contract in advance for a minimum usage ranging from 3,500 minutes to 60,000 minutes during a specified 12 month period. Usage Charges will then be billed according to the respective Contracted Rate. If the minimum cannot be reached at the end of the 12 month period, customers will pay for the shortfall of the unused minutes at the respective single hop rate.
3. The minimum charging unit for the Usage Charges is 10 minutes thereafter the Usage Charges will be calculated in 1 minute increments.
4. Charges include a one-way associated audio circuit of 15kHz in the normal programme channel.
5. Additional coordination audio circuits are charged at the normal telephone or sound programme transmission rate for the country concerned. A minimum charge of a 10-minute period applies.
6. A discount scheme is available for Double-Hop services. One minute of Double-Hop usage will be counted into contracted users' annual usage.
7. There is no additional charge for multi-destination transmission.
8. Charges include service origin and termination between the Earth Stations. Local Video Circuit Charges are excluded.

(b) Order Cancellation Charges

SINGLE HOP, GROUND SEGMENT ONLY

Note

1. Order Cancellation Charges will be calculated on a once-off per-order basis.
2. The Fixed Charge will be applied if a multi-reception programme is cancelled but the booked programme continues to be transmitted/received by other entities.
3. The Per Minute Charge will not be applied to unmatched bookings.
4. Full Usage Charges will be applied to the unused time of a programme which terminates 30 minutes or less prior to the end of the scheduled time.
5. Transponder cancellation charge will be calculated according to the satellite operators on a case-by-case basis.

DOUBLE HOP : GROUND SEGMENT ONLY

Note

1. Cancellation charge will be applied to Double-Hop service if transmission is used and distributed at the intermediate point.
2. Full usage charges will be applied to the unused time of a programme which terminates 30 minutes or less prior to the end of the scheduled time.
3. Transponder cancellation charge will be calculated according to the satellite operators on a case-by-case basis

(c) Order Amendment Charges
Any amendment to an existing order is considered as a cancellation and new order except when:

1. The amended order is for a period which is long than the original period and includes the original start time and end time. (Note: the amended order will retain precedence only for the period originally confirmed until a matching order is received for the amended time).
2. Any receiver of a multi-destination service reduces the booked time but does not shorten the overall original confirmed time.

(d) Miscellaneous TV Charges

Local Patching

HK$2,000 per 2 hour patch

Note:

1. Patching service will be performed from any local origin point for patching at International Television Centre (ITC) to another local destination point.
2. Each patch will be for 2 hours. The minimum charge in relation to each patch is 2 hours.
3. Service include one video and up to two audio channels.
4. Any amendment to patching order with less than 10 minutes notice will be entertained at the earliest available time slot.
5. Patching charge will apply to any cancellation or early termination received with less than 30 minutes notice prior to booked time.
6. Charges are levied on each receiving party per patching service unless specified.

2.2 VIA MICROWAVE LINK

This service is provided via microwave link between Hong Kong to and from Macau and Guangzhou (China).

(a) Usage Charges

	Charge (HK$)
Initial 10 minutes	1,750
Each additional minute	112

Note:

1. There is no contract rate and unused minute charge.
2. The minimum charging unit for the Usage Charges is 10 minutes thereafter the Usage Charges will be calculated in 1 minute increments.
3. The charges include Hong Kong end and distant end plus a one-way associated audio circuit of 15KHz in the normal programme channel (TV Band).
4. Charges include service origin and termination at the Company's International Gateway. Local terrestrial charges to and from customer premises are excluded.

(b) Order Cancellation Charges

Notice given prior to telecast	Charge (HK$)
Within 24 hours	500
Over 24 hours	250

(c) Amendment Charges

Notice given prior to telecast	Charge (HK$)
Within 2 hours	500
Between 2-24 hours	250
Over 24 hours	--

2.3 GUANGZHOU TV OFF-AIR RECEPTION

(a) Usage Charges

Non-contracted rate	Charge (HK$)
30 minutes or part thereof	500
Contracted rate	Per month (HK$)
1 hour per day	3,000
2 hours per day	5,000
3 hours per day	6,000
4-5 hours per day	7,000
Each additional hour over 5 hours per day	500

Note:

1. The minimum charging unit for the Contracted Rate is one continuous hour per session thereafter the Contracted Rate will be calculated in 1 hour increments.
2. Minimum Commitment Period is one year for a daily fixed schedule (with recurrent beginning and ending time).
3. Charges include service termination at International Gateway. Local terrestrial charges to customer premises are excluded.

2.4 CHINA CENTRAL TV & YUNNAN TV RECEPTION VIA SATELLITE

(a) Usage Charges

	Charge (HK$)
Programme set-up	500
Initial 30 minutes	300
Each additional 30 minutes	300

Note:

1. There is no contract rate and unused minute charge.
2. The minimum charging unit for the Usage Charges is 30 minutes per programme thereafter the Usage Charges will be calculated in 30 minute increments.
3. Charges include service termination at International Gateway. Local terrestrial charges to customer premises are excluded.

3. Conditions of Service
Please refer to Appendix I.A and Appendix ITVO_SC.I.A

Appendix ITVO_SC.I.A

International Television Occasional Service
Special Conditions

1. SPECIAL CONDITIONS
1.1 The Service is an International Television Occasional Service made available by the Company to the Customer subject to the Company's General Conditions of Service and these Special Conditions.
1.2 If any term of these Special Conditions is inconsistent with the General Conditions of Service these Special Conditions will prevail.
1.3 Capitalised terms in these Special Conditions have the meanings given to them in clause 12 or the General Conditions of the Service (as applicable).

2. THE SERVICE
2.1 The Company will supply the Service following receipt from the Customer of an Application for the Service and notification by the Company to the Customer that it will provide the Service requested in the Application.
2.2 The Customer must notify the Company of its requirements for the Service in accordance with the Company's standard ordering procedures for the Service.
2.3 The Company will use its reasonable endeavours to supply the Service for the Service Period.
2.4 The Customer agrees that:

(a) the Service is subject to the availability of the Local Video Circuit, the Transponder Capacity and the Foreign Half Circuit in accordance with these Special Conditions;
(b) the Company will have no liability for any Loss that may be suffered by any person as a result of the Company failing to meet a proposed Service Commencement Date; and
(c) the quality of the Services will depend on the technical and operational quality of the Transponder Capacity, the Foreign Half Circuit and the Local Video Circuit.

3. LOCAL VIDEO CIRCUITS
3.1 The Customer may either obtain the Local Video Circuit by:

(a) arranging for the provisioning of the Local Video Circuit directly with a Local Operator; or
(b) appointing the Company as the agent of the Customer to acquire the Local Video Circuit from a Local Operator on the Customer's behalf in accordance with clause 7.

3.2 If the Customer decides to directly arrange to acquire the Local Video Circuit from a Local Operator it must ensure that:

(a) the Local Video Circuit is installed, tested and made available by the proposed Service Commencement Date;
(b) the Local Video Circuit conforms to the Company's technical standards and requirements for the Service; and
(c) the Local Operator deals directly with and provides reasonable assistance to the Company in relation to the connection and the interworking of the Local Video Circuit and the Service.

3.3 If the Customer wishes the Company to arrange for the Local Video Circuit to be provisioned:

(a) it will notify the Company of that request;
(b) the Company may elect if it wishes to arrange the Local Video Circuit; and
(c) if the Company elects to arrange the Local Video Circuit, the Company is appointed as the agent of the Customer in accordance with clause 7 to enter into such arrangements with the Local Operator on the Customer's behalf as may be necessary or convenient to arrange for the supply of the Local Video Circuit.

3.4 The Customer will be directly responsible to the Local Operator for all charges levied by it for the Local Video Circuit and any other services or equipment provided by the Local Operator.

4. COMPRESSION EQUIPMENT
4.1 Unless otherwise agreed by the Company, the Company will provide the Compression Equipment required in relation to the Service.

5. TRANSPONDER CAPACITY
5.1 The Customer may either obtain the Transponder Capacity by:

(a) arranging for the provisioning of the Transponder Capacity directly with a Satellite Operator; or
(b) appointing the Company as the agent of the Customer to acquire the Transponder Capacity from a Satellite Operator on the Customer's behalf in accordance with clause 7.

5.2 If the Customer decides to directly arrange to acquire the Transponder Capacity from a Satellite Operator it must ensure that:

(a) the Transponder Capacity is installed, tested and made available by the proposed Service Commencement Date,
(b) the Transponder Capacity conforms to the Company's technical standards and requirements for the Service; and
(c) the Satellite Operator deals directly with and provides reasonable assistance to the Company in relation to the connection and the interworking of the Transponder Capacity and the Service.

5.3 If the Customer wishes the Company to arrange for the Transponder Capacity to be provisioned:

(a) it will notify the Company of that request;
(b) the Company may elect if it wishes to arrange the Transponder Capacity; and
(c) if the Company elects to arrange the Transponder Capacity, it is appointed as the agent of the Customer to enter into such arrangements with the Satellite Operator as may be necessary in accordance with clause 7.

5.4 The Customer will be directly responsible to the Satellite Operator for all charges levied by the Satellite Operator for the Transponder Capacity and any other services or equipment provided by the Satellite Operator.

6. FOREIGN HALF CIRCUITS
6.1 The Customer may either obtain the Foreign Half Circuit by:

(a) arranging for the provisioning of the Foreign Half Circuit directly with a Foreign Operator; or
(b) appointing the Company as the agent of the Customer to acquire the Foreign Half Circuit from a Foreign Operator on the Customer's behalf in accordance with clause 7.

6.2 If the Customer decides to directly arrange to acquire the Foreign Half Circuit from a Foreign Operation the Customer must ensure that:

(a) the Foreign Half Circuit is installed, tested and made available by the proposed Service Commencement Date,
(b) the Foreign Half Circuit conforms to the Company's technical standards and requirements for the Service; and
(c) the Foreign Operator deals directly with and provides reasonable assistance to the Company in relation to the connection and the interworking of the Foreign Half Circuit and the Service.

6.3 If the Customer wishes the Company to arrange for the Foreign Half Circuit to be provisioned:

(a) it will notify the Company of that request;
(b) the Company may elect if it wishes to arrange the Foreign Half Circuit; and
(c) if the Company elects to arrange the Foreign Half Circuit, it is appointed as the agent of the Customer to enter into such arrangements with the Foreign Operator as may be necessary in accordance with clause 7.

6.4 The Customer will be directly responsible to the Foreign Operator for all charges levied by the Foreign Operator for the Foreign Half Circuit and any other services or equipment provided by the Foreign Operator.

7. THE COMPANY ACTING ON BEHALF OF THE CUSTOMER
7.1 If the Company is appointed to act as the Customer's agent and arrange for the provision, on the Customer's behalf, of the Local Video Circuit by a Local Operator, the Transponder Capacity by the Satellite Operator or a Foreign Half Circuit by a Foreign Operator:

(a) the Company will have authority to place the order with the Local Operator, Foreign Operator or Satellite Operator (Operator) on that operator's tariffed terms and conditions for such telecommunications services including charges;
(b) the Customer will contract as principal directly with the Operator on its applicable terms and conditions;
(c) the Company does not warrant that it will always be able to obtain and is under no duty to ensure that the Customer obtains the best terms and conditions offered by the Operator at any time; and
(d) the Customer indemnifies the Company against any liability to the Operator in respect of its dealings with the Operator in relation to the provision of the Local Video Circuit, the Transponder Capacity or the Foreign Half Circuit as the case maybe.

8. CUSTOMER OBLIGATIONS
8.1 The Customer must:

(a) use the Service solely to transmit one way video and audio signals relating to the business carried on by the Customer and associated data, and control signals that are necessary to transmit the video and audio signals; and
(b) comply with all technical specifications notified by the Company from time to time.

8.2 The Service must be used by the Customer or its Affiliates and must not directly or indirectly be used by any other person (whether for gain or otherwise).
8.3 The Customer is responsible for the Transmission Content.
8.4 The Customer must:

(a) comply with the Code of Practice;
(b) take all reasonable steps to ensure that the Transmission Content conforms to the law of the receiving territories and any programming and advertising standards as may be issued from time to time by any Governmental Agency in the receiving territories;
(c) provide the Government of the Hong Kong Special Administrative Region promptly with such information, in a format to be prescribed by the Government of the Hong Kong Special Administrative Region as may reasonably by required be the Government of the Hong Kong Special Administrative Region from time to time in order to establish and verify;

(i) that the Customer is (and remains) a fit and proper person;
(ii) the nature of the programmes and material broadcast or supplied as part of the Transmission Content; and
(iii) that the Transmission Content is or is not intended for reception in Hong Kong;

(d) promptly provide for examination by the Government of the Hong Kong Special Administrative Region , such recordings of programmes broadcast or supplied as part of the Transmission Content, as the Government of the Hong Kong Special Administrative Region may require within 90 days of that broadcast or supply; and
(e) ensure that its financing through advertising revenues does not rely principally on the Hong Kong advertising market.

8.5 A breach of this clause by the Customer is an Unauthorised Activity for the purpose of the General Conditions of Service.

9. BILLING AND PAYMENT
9.1 The Company may provide single-end ordering, billing and fault reporting or any combination of them if the Customer requests and the Company notifies the Customer that it elects to do so
9.2 If a Customer is located outside Hong Kong, the Customer must pay each invoice by telegraphic transfer to a bank account notified by the Company.

10. REFUNDS FOR INTERRUPTIONS
10.1 If the Service:

(a) is Unavailable for a period of more than 30 consecutive minutes (measured from the time the Unavailability is reported to the Company by the Customer);
(b) the Customer notifies the Company of the Unavailability and claims a credit within 30 days of date of the Unavailability; and
(c) the Company verifies and confirms the period of Unavailability.

10.2 The Company will credit the proportion of the Charges relating to the period of Unavailability to the Customer's account
10.3 The credit will be offset against further Charges payable in relation to the Service. The Customer will not receive a credit in the form of cash.
10.4 A claim for a credit is the Customer's sole remedy in relation to any Unavailability of the Service.

11. TERMINATION
11.1 The Company may immediately terminate all or part of the Service or Agreement at any time by written notice to the Customer if the Company is directed to do so by a Governmental Agency.

12. NOTICE
12.1 A notice, consent or any other communication under these Conditions to the Company must be addressed to its registered office to the attention of the Manager - International Television at fax number : +852 2962 5759.

13. DEFINITIONS
13.1 Unless the context otherwise requires the following words have the meanings given to them in this clause.
Authorised Destination means a destination outside Hong Kong that the Company has approved as a destination to and from which the Service is provided, as notified by the Company from time to time.

Code of Practice means the Programme Standards for Broadcasters and/or Programme Suppliers Uplinked through HKTI and the Adverting Standards for Broadcasters and/or Programme Suppliers Uplinked through HKTI as amended from time to time.
Compression Equipment means Encoders, Decoders and any other compression equipment provided by the Company.
Decoder means equipment that converts digital signals to analogue signals.
Earth Station means the Company's satellite earth station or such other premises used in relation to the Service as designated by the Company from time to time.
Encoder means equipment that converts analogue signals to digital signals.
Force Majeure means anything outside the reasonable control of the Company including but not limited to, industrial disputes of any kind, war declared or undeclared, blockade, disturbance, a natural disaster such as lightening, earthquake, storm, flood, explosion or meteor, law or any power lawfully exercised by a Government Agency, any change in any Applicable Law, inability or delay in granting governmental or other approvals, consents, permits, licenses or authorities, sun interference, satellite failure or telecommunication network outage or degradation which the Company cannot reasonably control.
Foreign Half Circuit in relation to the Service means the corresponding international transmission capacity approved by the Company and Satellite Operator and the Customer between the Transponder Capacity and the premises located outside Hong Kong
Local Operator means any person authorised under the Telecommunication Ordinance to provide Local Video Circuits.
Local Video Circuit means the local video transmission service approved by the Company between the Customer's premises and the Earth Station.
Satellite Operator means the owner and operator of the Transponder Capacity.
Service Period means the period of time that the Company agrees to supply the Service.
Transmission Content means any communications in any form transmitted via the Service.
Transponder Capacity in relation to the Service means the satellite transponder capacity approved by the Company to which the Earth Station transmits and from which the Earth Station receives Transmission Content.
Unavailable or Unavailability in relation to the Service means any interruptions or failure in the Service due to a failure in the Company's equipment other than due to a Force Majeure, or any equipment provided by the Customer or any act or omission of the Customer.

1 April 1998

PART XIII- International
World Broadcast Service

1. Service Description
The World Broadcast Service provides Customers with Earth Station transmission and reception for use in establishing permanent communications channels to support the reception and/or transmission of one way data signals between Hong Kong and Authorised Destinations.
1.1 The Service operates 24 hours a day 7 days a week and provides one way data transmission and reception via satellite.
1.2 The Customer may acquire any one or a combination of the following:

(a) a Transmission Service - to transmit the data signals from the Earth Station to satellite Transponder Capacity; and\or
(b) a Reception Service - to receive data signals at the Earth Station from satellite Transponder Capacity.

1.3 Customers must use the Service in combination with the following to support international end to end transmission of data signals:

(a) a Local Data Circuit between the Earth Station and the Customer's Premises acquired by the Customer from a Local Operator;
(b) Satellite Modems located at the Earth Station;
(c) Transponder capacity acquired from a Satellite Operator; and
(d) Foreign Half Circuits supplied by Foreign Operators.

2. Charges
2.1 PRICING FORMULA FOR TRANSMISSION/RECEPTION SERVICE
Annual Charge = Ground Segment Charge + Network Management System Charge + Space Segment Charge

1. Ground Segment Charge:
   Running Cost x (1 + markup-A) x Bandwidth factor x Redundancy Factor
2. Network Management System Charge:
   Running Cost x (1 + markup-A)
3. Space Segment Charge:
   Space Segment Cost x (1 + markup-B)

   Notes:
   1. Running cost includes the equipment and facilities costs, O & M , overheads and other relevant costs of the provisioning of the service.
   2. Bandwidth factor - denoting effectiveness of capacity usage equal to square root of [(data rate of service in kbps/64kbps + 1) x 2].
   3. Redundancy factor - redundancy level of equipment components.
   4. Network management system provided and managed by the Company for the exclusive use of individual customer.
   5. The space segment capacity required is commensurate with customer requirements.
   6. Space Segment cost depends on the space capacity required and on individual satellite operator's lease tariff.
   7. Markup-A - 20%
   8. Markup-B - 10%

2.2 MANAGEMENT FEE
The Customer shall pay the Company $140 per month for each micro earth station receiving the service in the network management system provided and managed by the Company.

3. Conditions of Service
Please refer to Appendix I.A and Appendix WBS_SC.I.A

Appendix WBS_SC.I.A

World Broadcast Service
Special Conditions

1. SPECIAL CONDITIONS
1.1 The Service is a World Broadcast Service which is made available by the Company to the Customer subject to the Company's General Conditions of Service and these Special Conditions.
1.2 If any term of these Special Conditions is inconsistent with the General Conditions of Service these Special Conditions will prevail.
1.3 Capitalised terms in these Special Conditions have the meanings given to them in clause 13 or the General Conditions of the Service (as applicable).

2. THE SERVICE
2.1 The Company will supply the Service following receipt from the Customer of a fully completed written Application for the Service and notification by the Company to the Customer that it will provision the Service requested in the Application
2.2 The Customer agrees that:

(a) the Company will determine and notify the Customer of the proposed Service Commencement Date;
(b) the Service Commencement Date is subject to the availability of the Local Data Circuit, the Satellite Modems, the Transponder Capacity and the Foreign Half Circuit in accordance with these Special Conditions;
(c) the Company will have no liability for any Loss that may be suffered by any person as a result of the Company failing to meet a proposed Service Commencement Date; and
(d) the quality of the Services will depend on the technical and operational quality of the Transponder Capacity, the Foreign Half Circuit, Satellite Modems and the Local Data Circuit.

3. LOCAL DATA CIRCUITS
3.1 The Customer may either obtain the Local Data Circuit by:

(a) arranging for the provisioning of the Local Data Circuit directly with a Local Operator; or
(b) appointing the Company as the agent of the Customer to acquire the Local Data Circuit from a Local Operator on the Customer's behalf in accordance with clause 7.

3.2 If the Customer decides to directly arrange to acquire the Local Data Circuit from a Local Operator it must ensure that:

(a) the Local Data Circuit is installed, tested and made available by the proposed Service Commencement Date;
(b) the Local Data Circuit conforms to the Company's technical standards and requirements for the Service; and
(c) the Local Operator deals directly with and provides reasonable assistance to the Company in relation to the connection and the interworking of the Local Data Circuit and the Service.

3.3 If the Customer wishes the Company to arrange for the Local Data Circuit to be provisioned:

(a) it will notify the Company of that request;
(b) the Company may elect if it wishes to arrange the Local Data Circuit; and
(c) if the Company elects to arrange the Local Data Circuit, the Company is appointed as the agent of the Customer in accordance with clause 7 to enter into such arrangements with the Local Operator on the Customer's behalf as may be necessary or convenient to arrange for the supply of the Local Data Circuit.

3.4 The Customer will be directly responsible to the Local Operator for all charges levied by it for the Local Data Circuit and any other services or equipment provided by the Local Operator.

4. SATELLITE MODEMS
4.1 Subject to clause 4.2, the Customer must provide the Company with Satellite Modems,

(a) the Satellite Modems may be located at the Earth Station and in which case it must be leased to the Company for a nominal rent under the Company's standard lease agreement for that purpose and that lease will terminate on the termination of this Agreement.

4.2 If the Customer wishes the Company to supply the Satellite Modems:

(a) the Customer may request the Company to supply the Satellite Modem ; and
(b) if the Company elects in its absolute discretion:

(i) to supply the Satellite Modems, the Customer will pay the additional Charges for that Satellite Modems; and
(ii) not to supply the Satellite Modem, the Customer must supply the Satellite Modems under clause 4.1.

5. TRANSPONDER CAPACITY
5.1 The Customer may either obtain the Transponder Capacity by:

(a) arranging for the provisioning of the Transponder Capacity directly with a Satellite Operator; or
(b) appointing the Company as the agent of the Customer to acquire the Transponder Capacity from a Satellite Operator on the Customer's behalf in accordance with clause 7.

5.2 If the Customer decides to directly arrange to acquire the Transponder Capacity from a Satellite Operator it must ensure that:

(a) the Transponder Capacity is installed, tested and made available by the proposed Service Commencement Date,
(b) the Transponder Capacity conforms to the Company's technical standards and requirements for the Service; and
(c) the Satellite Operator deals directly with and provides reasonable assistance to the Company in relation to the connection and the interworking of the Transponder Capacity and the Service.

5.3 If the Customer wishes the Company to arrange for the Transponder Capacity to be provisioned:

(a) it will notify the Company of that request;
(b) the Company may elect if it wishes to arrange the Transponder Capacity; and
(c) if the Company elects to arrange the Transponder Capacity, it is appointed as the agent of the Customer to enter into such arrangements with the Satellite Operator as may be necessary in accordance with clause 7.

5.4 The Customer will be directly responsible to the Satellite Operator for all charges levied by the Satellite Operator for the Transponder Capacity and any other services or equipment provided by the Satellite Operator.

6. FOREIGN HALF CIRCUITS
6.1 The Customer may either obtain the Foreign Half Circuit by:

(a) arranging for the provisioning of the Foreign Half Circuit directly with a Foreign Operator; or
(b) appointing the Company as the agent of the Customer to acquire the Foreign Half Circuit from a Foreign Operator on the Customer's behalf in accordance with clause 7.

6.2 If the Customer decides to directly arrange to acquire the Foreign Half Circuit from a Foreign Operation the Customer must ensure that:

(a) the Foreign Half Circuit is installed, tested and made available by the proposed Service Commencement Date,
(b) the Foreign Half Circuit conforms to the Company's technical standards and requirements for the Service; and
(c) the Foreign Operator deals directly with and provides reasonable assistance to the Company in relation to the connection and the interworking of the Foreign Half Circuit and the Service.

6.3 If the Customer wishes the Company to arrange for the Foreign Half Circuit to be provisioned:

(a) it will notify the Company of that request;
(b) the Company may elect if it wishes to arrange the Foreign Half Circuit; and
(c) if the Company elects to arrange the Foreign Half Circuit, it is appointed as the agent of the Customer to enter into such arrangements with the Foreign Operator as may be necessary in accordance with clause 7.

6.4 The Customer will be directly responsible to the Foreign Operator for all charges levied by the Foreign Operator for the Foreign Half Circuit and any other services or equipment provided by the Foreign Operator.

7. THE COMPANY ACTING ON BEHALF OF THE CUSTOMER
7.1 If the Company is appointed to act as the Customer's agent and arrange for the provision, on the Customer's behalf, of the Local Data Circuit by a Local Operator, the Transponder Capacity by the Satellite Operator or a Foreign Half Circuit by a Foreign Operator:

(a) the Company will have authority to place the order with the Local Operator, Foreign Operator or Satellite Operator (Operator) on that operator's standard tariffed terms and conditions for such telecommunications services including charges;
(b) the Customer will contract as principal directly with the Operator on its applicable terms and conditions;
(c) the Company does not warrant that it will always be able to obtain and is under no duty to ensure that the Customer obtains the best terms and conditions offered by the Operator at any time; and
(d) the Customer indemnifies the Company against any liability to the Operator in respect of its dealings with the Operator in relation to the provision of the Local Data Circuit, Transponder Capacity, Foreign Half Circuit as the case maybe.

8. CUSTOMER OBLIGATIONS
8.1 The Customer must:

(a) use the Service solely to transmit one way data signals relating to the business carried on by the Customer; and
(b) comply with all technical specifications notified by the Company from time to time.

8.2 The Service must be used by the Customer or its Affiliates and must not directly or indirectly be used by any other person (whether for gain or otherwise).
8.3 The Customer is responsible for the Transmission Content.
8.4 A breach of this clause by the Customer is an Unauthorised Activity for the purpose of the General Conditions of Service.
8.5 The Minimum Commitment Period in relation to the Service is 12 months from the Service Commencement Date unless the Company and the Customer agree otherwise.

9. BILLING AND PAYMENT
9.1 The Company will provide single-end ordering, billing and fault reporting or any combination of them if the Customer requests and the Company notifies the Customer that it elects to do so.
9.2 If a Customer is located outside Hong Kong the Customer must pay each invoice by telegraphic transfer to a bank account notified by the Company.

10. REFUNDS FOR INTERRUPTIONS
10.1 If the Service:

(a) is Unavailable for a period of more than 30 consecutive minutes (measured from the time the Unavailability is reported to the Company by the Customer);
(b) the Customer notifies the Company of the Unavailability and claims a credit within 30 days of date of the Unavailability; and
(c) the Company verifies the period of Unavailability;

10.2 The Company will credit the proportion of the Charges relating to the period of Unavailability to the Customer's account in accordance with the following formula:

where the Annual Charge is equal to the 12 times the Monthly Rental Charge.
10.3 The credit will be calculated monthly and will be offset against further Charges payable in relation to the Service. The Customer will not receive a credit in the form of cash.
10.4 A claim for a credit is the Customer's sole remedy in relation to any Unavailability of the Service.

11. TERMINATION
11.1 The Customer may terminate the Service or the Agreement by 60 days written notice to the Company if the Service is Unavailable for a total of more than 4 hours in any 12 Month Period provided that the Customer gives the Company the notice of termination within 14 days from the date when the total Unavailability of the Service exceeds 4 hours for the 12 Month Period.
11.2 The Cancellation Charge is not payable by the Customer if the Customer terminates the Service under clause 11.1 as a result of the Service being Unavailable.
11.3 The Cancellation Charge is calculated in accordance with the following formula:

where the Annual Charge is equal to the 12 times the Monthly Rental Charge.

12. NOTICE
12.1 A notice, consent or any other communication under this Agreement to the Company must be addressed to its registered office to the attention of the Product Manager- Broadcast & Fixed Satellite Services at Fax number +852 2962 5759

13. DEFINITIONS
13.1 Unless the context otherwise requires the following words have the meanings given to them in this clause.
12 Month Period means each 12 month period commencing on the Commencement Date and each anniversary of the Commencement Date.
Authorised Destination means a destination outside Hong Kong that the Company and Satellite Operator and the Customer have approved as a destination to and from which the Service is provided, as notified by the Company from time to time.
Earth Station means the Company's satellite earth station or such other premises used in relation to the Service as designated by the Company from time to time.
Force Majeure means anything outside the reasonable control of the Company including but not limited to, industrial disputes of any kind, war declared or undeclared, blockade, disturbance, a natural disaster such as lightening, earthquake, storm, flood, explosion or meteor, law or any power lawfully exercised by a Government Agency, any change in any Applicable Law, inability or delay in granting governmental or other approvals, consents, permits, licenses or authorities, sun interference, satellite failure or telecommunication network outage or degradation which the Company cannot reasonably control.
Foreign Half Circuit in relation to the Service means the corresponding international transmission capacity approved by the Company between the Transponder Capacity and the premises located outside Hong Kong.
Local Operator means any person authorised under the Telecommunication Ordinance to provide Local Data Circuits.
Local Data Circuit means the local data transmission service approved by the Company between the Customer's premises and the Earth Station.
Satellite Modem mean any satellite modem equipment or related data equipment for data broadcast transmission agreed between the Company and the Customer from time to time based on the circuit details.
Satellite Operator means the owner and operator of the Transponder Capacity
Transmission Content means any communications in any form transmitted via the Service.
Transponder Capacity in relation to the Service means the satellite transponder capacity approved by the Company to which the Earth Station transmits and from which the Earth Station receives Transmission Content.
Unavailable or Unavailability in relation to the Service means any interruptions or failure in the Service due to failure of the Company's equipment other than due to a Force Majeure or customer supplied Satellite Modem or any act or omission of the Customer.

1 April 1998