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Page 1 of 109
REFERENCE INTERCONNECT OFFER (“RIO”) OF ZEE ENTERTAINMENT
ENTERPRISES LIMITED (“ZEEL”) FOR DIGITAL ADDRESSABLE CABLE
TELEVISION SYSTEM (“DACS”) PLATFORM FOR INTERCONNECTION WITH
MULTISYSTEM OPERATOR IN ADDRESSABLE AREAS TO BE EFFECTIVE
FROM 12th OCTOBER 2018
Pursuant to clause 4(6) Chapter III of the Telecommunication (Broadcasting and Cable Services)
Interconnection (Digital Addressable Cable Television Systems) Regulations 2012 dated
30th April 2012 (“Regulations”)
This Reference Interconnect Offer (RIO) is being published by Zee Entertainment Enterprises Limited
for Zee Group Channels (hereinafter referred to as Zee Group Channels) and also on behalf of the
Broadcaster(s) of various Zee Group Channels as detailed in ANNEXURE – II under Authorisation
from them, in accordance with Clause 13A of the Telecommunication (Broadcasting and Cable
Services) Interconnection (Seventh Amendment) Regulation, 2014 dated 10th February 2014.
The terms mentioned in this Reference Interconnect Offer (RIO) are broad technical and commercial
terms and conditions including the terms and conditions mentioned in Schedule II to the Regulations
applicable to MSOs of DAS retransmitting signals of the Zee Group Channels to Subscribers in terms
of the Regulations. On receipt of a request from the MSOs in terms of Clause 3(3) of the Regulations,
ZEEL and the concerned MSOs shall have to enter into a detailed Distribution Agreement containing
all the terms and conditions to enable the MSOs to avail the signals of the Zee Group Channels for
further re-transmission to the Subscribers from its Platform either directly or through Local Cable
Operator(s) (LCOs).
Every MSO as defined in the Regulations, while seeking interconnection with ZEEL shall ensure that
its Digital Addressable Systems (“DAS”) installed for the distribution of the TV channels meet the DAS
requirements specified in ANNEXURE - X herein read with Schedule 1 to the Regulations as amended.
Provided that in case ZEEL finds that the DAS being used by the MSO for distribution of TV channels
does not meet the requirements specified in Schedule I of the Regulations, it shall inform such MSO
who shall get its DAS audited by M/s Broadcast Engineering Consultants India Ltd. or any other
authority as may be specified by the Telecom Regulatory Authority of India by direction from time to
time and obtain a certificate from such agency that its DAS meets the requirements specified in
Schedule I to the Regulations.
The MSO shall deliver the following information/documents to ZEEL on or prior to the date of
execution of this Agreement:
(a) PAN Card;
(b) Goods and Services Tax Registration;
(c) Tax Deduction Account Number (TAN)
(d) Certificate / Registration issued to the MSO by the Ministry of Information and
Broadcasting (MIB) to operate in DAS area under Rule 11C/11E of the Cable Television
Networks Rules 1994 (as amended) and other approvals from the relevant Governmental
Page 2 of 109
Authority along with any relevant supporting documents, including licenses. Please refer
ANNEXURE –VIII;
(e) Copy of the resolution passed by the board of directors of the MSO or an authority letter
from the MSO authorizing ___________________ to execute this Agreement on behalf of
the MSO;
(f) CAS declaration from the conditional access vendor in the format set out at ANNEXURE
– XII.
(g) SMS declaration from the SMS vendor in the format set out at ANNEXURE – XIII.
Defined Terms
In this RIO, unless repugnant or contrary to the context hereof or otherwise defined herein, the
following terms, when capitalised, shall have the meanings assigned when used herein:
“BIS” means the Bureau of Indian Standards established under the
Bureau of Indian Standards Act 1986.
“Bouquet” or
“Bouquet of Channels means an assortment of distinct Zee Group Channels, offered
together as a group or as a bundle or as a package.
“Channels” means all television channels licensed by ZEEL to MSO.
“Conditional Access” means control mechanisms, data structures and commands that
scramble and encrypt signals in order to provide selective access
and denial of specific channels, data, information or services to
paying Subscribers.
“Converted Channel(s)” shall mean (i) conversion of a Free-to-Air Channel into a Pay
Channel; or (ii) conversion of a Pay Channel(s) to a Free-to-Air
Channel.
“Fingerprinting” means exercises where code numbers are made overtly to appear
on the screen of a Television and/or covertly in the signals of the
Channels that enables identification of the Smart Card being used
to access such signals.
“Governmental Authority” means any government authority, statutory authority, government
department, agency, commission, board, tribunal or court or other
law, rule or regulation making entity having or purporting to have
jurisdiction over such Party and shall include without limitation
TRAI, MIB, TDSAT or any other body or authority regulating the
broadcasting and distribution of channels in India;
“Incentive Scheme” Incentive Scheme shall mean various Incentive(s) as detailed in:
(i) ANNEXURE – V for “Incentive on Bouquet(s) of SD
Channel(s)”; and
Page 3 of 109
(ii) ANNEXURE – VI for “Incentive on A-la-Carte Rate of HD
Pay Channel(s)” opted by MSO.
The applicable Incentive(s) shall be calculated as per details
provided by MSO in the format(s) specified by ZEEL.
Each of the aforesaid incentives shall individually be referred to
as an “Incentive” or collectively as “Incentives”.
“Independent Affiliate” shall mean a cable operator who is or was availing the signals of
the Channels directly from ZEEL in terms of a separate agreement
between ZEEL and the Independent.
“New Channels” shall mean the new channels to be launched and/or
distributed by ZEEL in future and/or not forming part of the list of
Channels set out in ANNEXURE II as on date of execution of this
Agreement.
“Removed Channel” Shall mean any Channel(s) which ZEEL cease to grant right
in respect of such Channel(s).
“Receiver Box” means the ZEEL approved decoder, receiver or integrated
receiver-decoders used in conjunction with a Viewing Card in
order to facilitate the receipt of the signals of the Channels by the
MSO.
“Set Top Box” means a device which is connected to or part of a television set and
which allows a Subscriber to receive in descrambled form the
Channels distributed by the MSO.
“Smart Card” means, in relation to a Subscriber, a card or other device issued by
MSO to that Subscriber that, when enabled by a CA System and
inserted in such Subscriber's Set Top Box, has the functionality of
enabling such Subscriber's Set Top Box to receive the Channels
distributed by the MSO.
“Ordinary Subscriber” shall mean any ordinary subscriber availing the Channel through
a single Set Top Box through the Distribution System and uses the
same for his domestic purposes. For the avoidance of doubt, it is
hereby clarified that for the purposes of calculating the Monthly
License Fee for Ordinary Subscriber shall have the meaning set
out in Clause no.9 read with ANNEXURE - VII.
“Service Providers” means each of the owners, operators or distributors of any of the
Zee Group Channels
“Territory” means the territorial boundaries as defined in Clause 3
“Viewing Card” means the ZEEL approved viewing card to be used in conjunction
with the Receiver Box in order for MSO to access and decode each
of the Channels.
Page 4 of 109
1. Parties ZEE ENTERTAINMENT ENTERPRISES LIMITED
(“ZEEL”) and Licensed Digital signal provider in DAS areas,
hereinafter referred to as the MSO.
2. Term The “Term” of the Agreement shall be with effect from
_______________, 201_ valid upto 31st March 2019 or till the
date of the implementation of Telecommunication
(Broadcasting and Cable) Services Interconnection
(Addressable Systems) Regulations, 2017, dated 3rd March
2017, unless terminated in accordance with the terms of the
Agreement, whichever is earlier.
The Term of the Agreement may be extended on terms and
conditions to be mutually agreed and recorded in writing
between the parties. If the Parties wish to renew this
Agreement on the expiry of the Term, both Parties shall enter
into discussions at least sixty (60) days prior to the expiry of
the Term.
Provided further that if the Parties do not agree on the terms
of the New Agreement, then ZEEL may disconnect the
retransmission of the signals of the ZEEL Channels at any
time after the expiry of the Term after giving written notice as
per Applicable Law.
3. Territory As agreed between the Parties to operate within the DAS
area(s) notified by the Ministry of Information and
Broadcasting (MIB) more specifically stated in terms of areas
and cities as per ANNEXURE - I.
4. Zee Group Channels As set out in ANNEXURE - II attached herewith hereinafter
referred to as Zee Group Channels or Channels. Standard
Definition Channels may be referred to as Zee Group SD
Channels and High Definition Channels may be referred to as
Zee Group HD Channels. Both SD and HD Channels may be
collectively referred to as Zee Group Channels/ZEEL
Channels (as the case may be).
ZEEL reserves the right at any time during the Term to remove
any channel from the list of Zee Group Channels (“Removed
Channel”) if it ceases to distribute such channel(s) in the
Territory and terminate the grant of the associated distribution
rights to MSO and/or may replace any removed channel with
a replacement channel or to add any channel to the list of Zee
Group Channels and to grant the distribution rights to MSO in
respect of the replacement or new channel.
Page 5 of 109
5. Rights MSO shall have the non-exclusive right to carry the Zee Group
Channels during the Term via the cable television network in
the Territory in an encrypted mode only on the digital
“addressable systems” (as defined in the Regulations) owned
and operated by the MSO (the “Platform”) for distribution to
Subscribers. The parties agree that on signing of the
Agreement, MSO shall have the non-exclusive right to
distribute the channels from its Platform in DAS area(s),
simultaneously upon receipt of signal along with the multiple
audio feed, if any, without interruption, editing, interference
or alteration, to the MSO’s authorized subscribers only,
hereinafter referred to as “Subscriber”, as defined in Clause 6
of this Offer. All other rights and means of distribution not
specifically and expressly granted to MSO are expressly
excluded and reserved by ZEEL.
The MSO shall not be granted Time Shift, all kinds of
Multiplexing, Pay Per View (PPV), Video on Demand (VoD)
or Near Video on Demand (NVoD) rights and ZEEL reserves
such rights. MSO shall not store any content of ZEEL satellite
television channels for any reason whatsoever, including, but
not limited to the purpose of provision to its Subscribers as
part of any Free TV, Interactive TV, Online service, save and
except for compliance recording.
Usage of Digital Video Recorder (DVR) and or Personal
Video Recorder (PVR) by the MSO shall not be permitted.
Nevertheless, use of DVR and PVR by the end consumer shall
be allowed provided there is no automatic advertisement
skipping function nor there is any mechanism whereby DVR
and or PVR have a store and forward function.
MSO shall carry each of the Channels in their entirety, at the
time transmitted by ZEEL and its licensors along with
multiple audio feed, if any, without any editing, dubbing,
voice over, sub title, delays, alterations, interruptions, picture
squeezing or re-sizing, insertion of graphic overlays, pull-
through or crawls, deletions or additions.
The MSO shall offer all contributory language feeds for a
given channel to every subscriber entitled to access that
channel.
MSO shall, under no circumstance, sub license and/ or assign
and/ or transfer the rights granted to it by ZEEL.
MSO shall not “push” content onto the Set Top Box (“STB”),
there shall not be automatic advertisement skipping function
Page 6 of 109
and/ or the MSO shall not create a virtual Video on Demand
(VoD) or other on demand service in respect of the Zee Group
Channel(s).
Distribution is permitted only to STB’s of MSO on the
“Platform”. Distribution right on all other platforms including
DTH, Mobile, Broadband, PC, Internet, Wireless, IPTV, HITS
or any other technology which may be introduced in future is
not granted herein and the same are expressly withheld by
ZEEL.
6. Authorised Subscriber means any subscriber who receives the signals of a service
provider at a place indicated to the service provider by him
without further transmitting it to any other person and includes
ordinary subscribers and commercial subscribers as defined in
clause 2 (o) and 2(t) of The Telecommunication (Broadcasting
and Cable Services) Interconnection (Digital Addressable
Cable Television Systems) Regulations, 2012 dated 30th April
2012 as amended till date unless specifically excluded.
Ordinary Subscriber: means a subscriber who is not a
commercial subscriber;
Commercial Subscriber: means a subscriber who causes the
signals of TV channels to be heard or seen by any person for
a specific sum of money to be paid by such person;
It is further agreed that the definition “Commercial
Subscribers” and the provisions of the channels to
“Commercial Subscribers” under this Agreement shall be
subject to the directions/orders passed in Appeal No. 4 & 5 (C)
of 2015 before TDSAT, Civil Appeal No. 3728 of 2015 before
Supreme Court of India or any other appeal, review,
application pending before any court of law/tribunal including
Writ Petition No, 5161 of 2014 before Delhi High Court. For
avoidance of doubt, it is clarified that Commercial Subscribers
shall be excluded from the purview of this Agreement, and the
same are subject to outcome of the petition stated herein above
in this para.
Subscriber for the purposes of calculation of the Monthly
License Fee means, for any calendar month, each Set Top Box,
which is availing the Zee Group Channel(s) of ZEEL through
the MSO.
Rates of Zee Group Channels applicable to Ordinary
Subscribers are as per ANNEXURE - II of this RIO.
Page 7 of 109
MSO shall not be permitted nor shall be entitled to activate the
STB/ provide signals of any Zee Group Channels to any such
subscribers who have not submitted Subscriber Application
Form (SAF) as per the requirement under the applicable
Regulations/ Laws. Non-compliance of this condition shall be
termed as a material breach which will entitle ZEEL to
disconnect its channels by giving seven (7) days written
Notice.
However, in the event, the MSO provides signals to both
Ordinary and Commercial Subscribers, then the CAS and
SMS system of the MSO must be capable of segregating both
the types of subscribers, Ordinary and Commercial
Subscribers, whereby two separate and distinct SMS reports
would be submitted by the MSO to ZEEL.
Each Set Top Box in a household or unit in a residential multi-
unit dwelling or in an establishment shall be treated as a
separate Subscriber. Where a Subscriber has more than 1 (one)
STB (hereinafter “Supplementary Connection”) authorized by
the MSO to receive the Channels then such Supplementary
Connection(s) shall be considered as a separate and distinct
“Subscriber” in all respect including License Fee. MSO shall
maintain proper and accurate records of such supplementary
connection and would furnish the details thereof as and when
required by ZEEL.
It is hereby agreed and acknowledged by the Parties that this
Agreement does not confer upon the MSO, right to distribute
Zee Group Channels in any manner to any Commercial
Subscriber. For the Commercial Subscribers, the Parties shall
enter into a separate agreement for subscription of Zee Group
Channels/ programmes on mutually agreed terms.
It is further clarified that the aforesaid definition of ordinary
subscribers and commercial subscribers and calculation of
license fee in regards thereto is subject to any further judicial
pronouncements.
7. Packaging A. MSO undertakes to ZEEL that it shall package Zee Group
Channels as per applicable law including but not limited to the
relevant regulations notified by TRAI.
MSO undertakes to ZEEL that no Zee Group Channel shall
be:
Page 8 of 109
i. disadvantaged or otherwise treated less favorably by
the MSO with respect to competing channels on a
genre basis; and
ii. included in any package or tier that contains any
channel with pornographic content or any gambling
channel. MSO shall give ZEEL at least three (3)
months prior written notice of any changes to the
packaging/ tiering of the channels available on its
Platform. All changes will be made in good faith
without targeting the Zee Group Channels for
discriminatory treatment vis-à-vis similar channels
falling within the same genre.
B. For the avoidance of doubt it is clarified that,
notwithstanding anything contained in this RIO, in case the
MSO opts for any of the Incentive Scheme(s) then the MSO
shall be liable to package and place the Channel(s) as detailed
in the said Scheme(s) including but not limited to the
threshold eligibility requirements of the said Incentive
Scheme(s).
8. Main Obligations of MSO i Without prejudice to the provisions of Clause 17, the
MSO agrees not to connect or make available the
signals of the Channels through the Distribution
System to any Independent Affiliate without ZEEL’s
prior written consent vide a written agreement. which
ZEEL has the right to withhold such consent in its sole
discretion, till such time that the Independent Affiliate
or the MSO do not clear all the outstanding amounts
payable by the Independent Affiliate to ZEEL for such
time the Independent Affiliate was been availing the
signals of Channels under their agreement with ZEEL.
ii. Any agreement entered into by the MSO, its sub-
operators and their respective Affiliates with a
Subscriber shall not relieve the MSO, its sub-
operators and their respective Affiliates of any of their
obligations under this Agreement and MSO shall
ensure that such agreements are not in any way
prejudicial to the rights and obligations between the
Parties as set out in this Agreement.
iii The MSO agrees that it shall not make its
Subscribers take other channels or services or fulfill
any other commercial consideration as a precondition
to receive the Channel(s) of ZEEL.
Page 9 of 109
iv That the MSO shall continue to offer and shall not
remove any Channel(s) or discontinue the exhibition
of any Channel(s) offered by it as part of a Subscriber
Package in terms of the packaging and placement
conditions of the Incentive Scheme(s) opted (if any)
during the entire Term of this Agreement.
v Further, the MSO shall not offer limited period
exhibition of any Channel(s) to Subscribers.
vi Once a Channel(s) has been included in a
Subscriber Package, the MSO shall not stop
exhibition of any Channel(s) without strictly
following the procedure prescribed for changing the
composition of the Subscriber Package under
“Standards of Quality of Service (Digital Addressable
Cable TV Systems) Regulations, 2012 (12 of 2012)
and shall also be under a legal obligation to comply
with the conditions stipulated in the Incentive Scheme
opted by the MSO.
vii MSO shall not distribute the ZEE Group Channels
outside the Territory through Optical Fiber and/or any
other mode without the express written consent of
ZEEL.
viii MSO shall protect the Intellectual Property of ZEEL
and shall not cause or permit anything which may
damage or endanger the Intellectual Property or assist
or allow others to do so. The MSO shall not apply for
registration of Trade mark as a Trade mark in its own
name and shall not use any name or mark similar to or
capable of being confused with the Trade name or
mark of ZEEL. MSO shall not acquire of claim any
proprietary Rights in the Intellectual Property of
ZEEL.
ix. It is agreed that no independent advertising shall be
inserted by MSO and MSO shall not superimpose or
otherwise alter any copyright, trademarks, trade
names, logos, names on any Channel.
x. MSO undertakes to take all appropriate and necessary
steps and measures to prevent piracy or any other
violation, disclose correctly all the information as
required by ZEEL, ensure distribution by sub-
operator only to persons in the MSO’s SMS and CAS
database and operating within the limits of the
Page 10 of 109
subscription rights as conferred in terms of this
Agreement.
9. License Fee
9.(i) Rate of Zee Group Channel(s): (A) Rate(s) of Zee Group of Channel(s) are as under:
(a) A-la-Carte Rate for Standard Definition
Channel(s) as per ANNEXURE – II (Part I)
(b) Rate of Bouquet of Standard Definition
Channel(s) as per ANNEXURE – III
(c) A-la-Carte Rate of High Definition Channel(s)
as per ANNEXURE – II (Part II)
(B) ZEEL is also offering the Zee Group Channel(s)
under various Incentive Scheme(s) detailed herein
below. The MSO at its sole discretion can opt for
these Incentive Scheme(s) in accordance with the
terms and conditions of respective Incentive
Scheme(s).
(a) Incentive Scheme on Bouquet Rate of Standard
Definition (SD) Channel(s) as detailed in
ANNEXURE – V; and
(b) Incentive Scheme on High Definition (HD)
Channel(s) as detailed in ANNEXURE – VI.
For avoidance of doubt it is hereby clarified that the
MSO is under no obligation to opt for any of the
abovementioned Incentive Scheme(s) to avail the
Zee Group Channel(s) as it can avail the Zee Group
Channels both on A-la-Carte basis and/or on
Bouquet basis as per the rates mentioned in Clause
(A) herein above.
(C) In the event the MSO chooses to opt for / avail any
of the Incentive Scheme(s) as mentioned in Clause
(B) herein above, it will have to comply with the
Incentive eligibility conditions as set out in
respective Incentive Scheme(s) and furnish an
Undertaking in the format as specified in
ANNEXURE – IV read along with Schedule – A
and Exhibit(s) related thereto.
9.(ii) Calculation of License Fees During the Term, the MSO shall pay to ZEEL, a License Fee
which shall be calculated in the manner set out in
ANNEXURE – VII.
10. Payment Terms The MSO agrees to pay to ZEEL as per the terms set out in
ANNEXURE – VII.
11. Watermark/Logo The MSO shall be permitted to use its own watermark/logo on
the screen which is visible and identifiable with the service
Page 11 of 109
provided by the MSO. However, no such watermark/logo shall
be used by the MSO which conveys or indicates a brand logo
in any manner whatsoever. The MSO shall have to seek prior
written approval from ZEEL with regards to the size, type,
location of the watermark/logo to be used on the screen by the
MSO on Zee Group channels transmitted on its platform.
12. EPG Before the signing of the Agreement, MSO shall apprise and
make available to ZEEL the EPG Policy of the MSO’s
platform.
During the entire duration of the term, the EPG of MSO shall
always contain the information of the programs being shown
on all Zee Group channels in a manner approved by ZEEL
without any cost or fee to ZEEL. MSO shall provide the
format in which the said information regarding all the
channels shall be furnished by ZEEL.
The Logical Channel Numbers “LCNs” for the Zee Group
Channels shall not be changed during the Term.
The MSO shall give ZEEL at least three (3) months prior
written notice of any changes to the LCNs for any other
channels on its Platform. All changes will be made in good
faith without targeting the Zee Group Channels for
discriminatory treatment vis-à-vis similar channels falling
within the same genres.
However, in event the MSO avails any of the Incentive
Scheme then it shall be liable to comply with the conditions
pertaining to LCN laid down in the respective Incentive
Scheme.
13. Delivery and Security All Zee Group Channels must be delivered by the MSO to
subscribers in a securely encrypted manner and without any
alteration.
The transmission specifications and infrastructure allocated by
MSO in respect of the broadcast signals of the Zee Group
channels by MSO to its Subscribers shall be no worse than that
of the cable signal of any other channel within the same genre
on its digital addressable cable TV system platform.
ZEEL shall provide requisite number of Integrated Receivers
and Decoders (IRDs) subject to payment of stipulated
processing fees, interest free security deposit per IRD and
AMC charges. Further, the MSO shall confirm the details of
Integrated Receiver Decoder (IRD’s) in respect of all such
Page 12 of 109
channels availed from ZEEL in the format provided in
ANNEXURE - VIII.
14. Audit ZEEL representatives, at any time during normal business
hours during the Term of the Agreement and for six months
after the termination of the Agreement, shall have the right,
not more than thrice (3) in each calendar year during the term
of the Agreement, to review and/ or audit the Subscriber
Management System (SMS), Conditional Access System
(CAS), other related systems and records of Subscriber
Management System of the MSO relating to the Channel(s)
provided by ZEEL for the purpose of verifying the amounts
properly payable to ZEEL under the Agreement, the
information contained in Subscriber Reports and full
compliance with the terms and conditions of the Agreement.
The MSO shall be under a legal obligation to revert within four
(4) days (“Revert Period”) after a request is received for audit
from ZEEL, so that the audit exercise can be undertaken at a
date before end of seven day period. In the event the MSO fails
to respond or provide a convenient date for audit falling within
a month of the request date then in such an event, ZEEL shall
at its discretion levy an additional charge equivalent to ten
percent (10%) of one month’s License fees paid by the MSO
for the previous month. For the avoidance of doubt it is
clarified that the additional charge of 10% as referred to above
shall continue to be levied on monthly basis till the Audit is
commenced.
In the event an audit reveals that MSO has under-reported the
number of Subscribers or has misrepresented any item or has
failed to keep accurate and complete records:
(I) having a bearing on the computation of the License
Fee payable by the MSO, ZEEL shall provide the
MSO with written notice setting out the amount of
such additional fee (“Shortfall Amount”) payable by
the MSO to ZEEL (“Notice of Shortfall”). Upon
receipt of the Notice of Shortfall, the MSO shall
immediately, and in any event no later than Seven (7)
calendar days from the date of receiving such Notice
of Shortfall pay the Shortfall Amount together with
interest at the Default Interest Rate for the period from
the date when the payments should have been made
by the MSO until the actual date of payment in the
manner set out in Clause 9.
(II) If the Shortfall Amount due for any period exceeds the
fees reported by the MSO to be due for such period by
two percent (2%) or more, the MSO shall be liable to
Page 13 of 109
bear all the costs incurred by ZEEL in connection with
such review and/or audit as well as pay additional
charge at the rate of ten percent (10%) of the agreed
rates for such additional subscribers revealed during
the audit exercise. Besides, the MSO shall take
requisite action necessary to prevent such errors in the
future and such obligation shall survive the
termination of this Agreement. If within a period of
two (2) weeks from the date of demand by ZEEL, the
MSO fails to pay the Shortfall Amount or any other
amounts found due on the basis of such
audit/inspection, including the cost and expenses of
such audit/inspection and additional charge, ZEEL
shall have the right to deactivate or disconnect the
Channel(s) and/or terminate this Agreement in
accordance with applicable Law without prejudice to
its right to claim the amount due to ZEEL in addition
to any other action that may be deemed appropriate;
and
(III ) In the event during the audit exercise if it is found that
the MSO has not informed ZEEL about any change/
replacement of his existing SMS / CAS system
declared at the time of execution of the agreement or
in case where the MSO has introduced and is making
use of one or more SMS / CAS systems for which it
has not declared true and correct subscribers count
along with the choice of channels subscribed by the
subscribers then in such an event ZEEL shall at its
discretion, charge for such additional subscribers
attributable to such supplementary/ additional SMS /
CAS systems with a penalty @ 1.25 times of the
agreed rates from the date of agreement.
(IV) ZEEL shall also have the option in its sole discretion
(in addition to ZEEL’s other rights and remedies
under law or equity) to suspend delivery of the Zee
Group Channels pursuant to Clause 18 and/or to
terminate the agreement as per applicable law.
(V) The MSO shall remain the sole owner and holder of
all customer databases compiled by the MSO under
this Agreement.
(VI) The MSO will maintain at its own expense a
subscriber management system (“SMS”) capable of,
at a minimum:
Page 14 of 109
(a) maintaining a computerised customer
database capable of recording adequate details of each
Subscriber, including name, address, chosen method
of payment and billing;
(b) administering subscriptions of Subscribers by
producing and distributing contracts for new
Subscribers and setting up and maintaining an
infrastructure whereby Subscriber contracts are
collected and recorded in the SMS database for
ongoing administration;
(c) handling all ongoing administrative functions
in relation to Subscribers, including, without
limitation, billing and collection of subscription
payments, credit control, sales enquiries and handling
of complaints;
(d) administering payments of any commission
fees from time to time payable to the MSO’s
authorised agents for the sale to Subscribers of
programming packages;
(e) obtaining and distributing receivers and
smartcards, if applicable, to Subscribers, and issue
replacement smartcards from time to time in its
discretion; and
(f) enable new Subscribers via the SMS
addressing system and disable defaulting Subscribers
from time to time in its discretion.
(VII) The MSO shall maintain accurate, complete and up to
date records of every subscriber’s details, details of
the location of every STB, smart card, records and
accounts of billings including historical billing data,
type of subscribers, sub licenses, correct conditional
access log, SMS data, duly executed agreements with
subscribers, forms filed by Subscribers, receipt books
regarding payments from the Subscribers, books of
accounts and records reflecting all transactions
relating to the Services and authorizations of STB /
CPE, in particular the name, complete address, billing
and payment details of all Subscribers (“Subscriber
Records”). The MSO shall ensure that it’s SMS and
billing software allows for monitoring and printing
historical data relating to subscriber activation and/or
Page 15 of 109
deactivation, going back to at least 2 (two) years at
any point of time.
(VIII) MSO shall, at the request of ZEEL, send a report in
respect of systems, measures and compliances with
this Clause 14, in accordance with the format and
medium, electronic and hard copy, as may be
specified by ZEEL from time to time. Such report
shall be authenticated by the agencies or vendors
providing CA software and subscriber management /
billing system software. It is agreed between the
Parties that neither ZEEL’s acceptance of any such
information or payment, nor ZEEL’s inspection or
audit of the MSO's records or accounts shall prevent
ZEEL from later disputing the accuracy or
completeness of the same provided that ZEEL
submits reasons for disputing the same.
(IX) The SMS, CAS, billing, IT systems, and all
Subscriber Records that are relevant for the purpose
of the Agreement shall be available for inspection and
audit by ZEEL or ZEEL’s representatives (i) at any
time during normal business hours during the Term of
this Agreement and for three months after the
termination of the Agreement, as the case may be, to
ensure compliance with the Anti-Piracy obligations of
the MSO; and (ii) on 3 (three) calendar days prior
written notice during normal business hours to ensure
compliance with all other terms of the Agreement
during the Term of this Agreement and for three
months after the termination of this Agreement.
(X) The MSO shall give ZEEL’s representatives any
assistance they may reasonably require in connection
with their audit investigations. In the event a breach
of the Agreement has been discovered during the
course of such audit or inspection, ZEEL’s
representatives shall have the right to take printouts,
photocopies and computer copies of the Subscriber
Records, or any portion thereof, reasonably required
to provide evidence of such breach, and the MSO
agrees to extend reasonable co-operation in this
regard.
(XI) The scope of such audit conducted by ZEEL in
accordance with Clause 14 (VI) shall be as set out in
Page 16 of 109
ANNEXURE – IX. The MSO shall provide full
cooperation to ZEEL’s auditors in order to carry out
the audit including but not limited to granting
unfettered, unqualified and unrestricted access to
MSO’s facilities and systems including but not
limited to SMS, CAS, IT, billing, and other systems
and providing documents as may be required by the
auditors. MSO shall have no objection to the auditors
carrying or using their own equipment, systems
including but not limited to laptops, software and
hardware for conducting such audit and shall be
provided with free ingress and egress from the
premises wherein such audit is conducted. The MSO
shall not refuse, oppose, or defeat data retrieval, data
storage, or data analysis by the auditor at any stage
during the audit. The auditor shall own and possess all
working data. Further, the auditor shall be free to
decide and devise the methodology and the manner
for conducting the audit. The provisions contained in
this Clause shall also apply to Technical Audits as
stated in Clause 14 herein below. Any breach by or on
the part of the MSO with regard to the above
covenants shall be construed as material breach of this
Agreement.
(XII) MSO shall maintain all the relevant records including
but not limited to the records pertaining to packaging,
penetration, Logical Channel Numbers (LCN) of Zee
Group Channels along with sequential positioning
thereof within the genre and shall submit the monthly
report thereof in a stipulated format to ZEEL.
15. Anti-Piracy In order to prevent theft, piracy, unauthorized retransmissions,
redistribution or exhibition, copying or duplication of any
Channel, in whole or in part, (hereinafter collectively referred
to as “Piracy”), the MSO shall, prior to the commencement of
the Term of the agreement and at all times during such Term,
employ, maintain, and enforce fully effective conditional
access delivery and content protection and security systems,
and related physical security and operational procedures
(hereinafter collectively referred to as the “Security Systems”)
as may be specified (security specifications), in a non-
discriminatory manner in writing, from time to time, by ZEEL.
The MSO shall comply with the Anti-Piracy Requirements of
ZEEL set out in Clause VI and VII in ANNEXURE - IX and
also provide full and complete information for conducting
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Technical Audit by furnishing details outlined in clause I, II,
III, IV and V of ANNEXURE - IX attached herewith.
To ensure the MSO’s ongoing compliance with the security
requirements set out in the Agreement, ZEEL may require
technical audits (“Technical Audit(s)”) conducted by an
independent and/or ZEEL’s representative security
technology auditor (“Technical Auditor and/or ZEEL’s
representative”), approved by ZEEL in writing at any time
during normal business hours during the Term of the
Agreement and for six months after the termination of the
Agreement, at ZEEL’s cost and expense. If the results of any
Technical Audit are not found to be satisfactory by either the
MSO or ZEEL, then ZEEL shall work with the MSO in
resolving this issue in the next fourteen (14) business days. If
a solution is not reached at by then, ZEEL may, in its sole
discretion, suspend the MSO’s right to distribute the Channels
or take other actions as provided under the Agreement, until
such systems, procedures and security measures have been
corrected to ZEEL satisfaction. The MSO shall bear the cost
and expense of any subsequent Technical Audit to verify that
the systems, procedures and security measures have been
corrected by the MSO to ZEEL’s satisfaction.
The MSO shall deploy finger printing mechanisms to detect
any piracy, violation of copyright and unauthorized viewing
of the Channels, distributed / transmitted through its Platform
at least every 10 minutes on 24 x 7 x 365(6) basis.
The MSO shall not authorize, cause or suffer any portion of
any of the Channels to be recorded, duplicated, cablecast,
exhibited or otherwise used for any purpose other than for
distribution by the MSO at the time the Channels are made
available. If the MSO becomes aware that any unauthorized
third party is recording, duplicating, cablecasting, exhibiting
or otherwise using any or all of the Channels for any other
purpose, the MSO shall within ten minutes of so becoming
aware of such recording, duplicating, cablecasting, exhibiting
or otherwise using any or all of the Channels for any other
purpose, notify ZEEL and the MSO shall also switch off the
concerned Set Top Box to prevent such unauthorized use.
However, use of a Set Top Box with Personal Video Recorder/
Digital Video Recorder facility which has been supplied by
the MSO shall not be treated as unauthorized use, as long as
such Set Top Box is used in accordance with the terms and
conditions of the subscription agreement between the MSO
and the subscriber. The MSO shall comply with the
specifications for Set Top Box, Conditional Access System
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and Subscriber Management System as set out in
ANNEXURE – X attached herewith.
If so instructed by Information (as defined below) by ZEEL,
the MSO shall shut off or de-authorize the transmission to any
unauthorized subscriber/ subscriber indulging in piracy,
within ten minutes from the time it receives such instruction
from ZEEL. Any communication under this clause shall be
considered as valid Information only if (i) the information is
sent through e-mail in a format as mutually agreed by the
parties and (ii) the information is sent by a person(s) who is
designated to send such information. However, the
“information” may even be provided by ZEEL representatives
through other means of communications such as telephonic
message, fax etc. and the said “information” shall later be
confirmed by ZEEL through e-mail and the MSO shall be
under obligation to act upon such information.
16. Reports The MSO will maintain at its own expense a Subscriber
Management System (“SMS”) which should be fully
integrated with the CAS (Conditional Access System).
The MSO shall provide to ZEEL complete and accurate
opening and closing subscriber monthly reports (separately for
ordinary and commercial subscribers) for the Zee Group
Channels and the tier and/ or package containing Zee Group
Channels within seven (7) days from the end of each month in
the format set-out in ANNEXURE- XI attached herewith.
Such reports shall specify all information required to calculate
the Monthly Average Subscriber Level (including but not
limited to the number of Subscribers for each Zee Group
Channel and each package in which a Zee Group Channel is
included) and the Licence Fees payable to ZEEL and in case
the MSO opts for Incentive Schemes all the required details as
per stipulated formats. Such monthly Reports shall be signed
and attested by an officer of the MSO of a rank not less than
Head of Operations Department/ Chief Financial
Officer/Chief Executive Officer who shall certify that all
information in the Report is true and correct and that the
number of subscribers reported in the Report has been
extracted from the SMS which is exactly the same as reflected
in their CAS.
In order to verify the authenticity of the monthly report ZEEL
may ask MSO to furnish the opening and closing numbers of
any four (4) days in a month as randomly specified by ZEEL
and the MSO would furnish the said details/information
accordingly within two (2) day of such request.
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17. Acquired Systems If MSO merges with, acquires or is acquired by a competing
MSO in Addressable System in the Territory (“Competing
Platform”) and Zee Group Channels are not carried on the
Competing Platform at the time of merger and in the event
following the merger the Competing Platform carries the ‘Zee
Group Channel pursuant to this Agreement or MSO distributes
the said Channel to the Subscribers of the Competing Platform,
MSO or the successor company shall be obligated to pay to
ZEEL an increased License Fee from the effective date of the
merger, as agreed between Parties on the basis of this RIO
within 30 days from the date of the merger based on the revised
subscriber base of MSO and the Competing Platform or the
successor company/affiliates/joint ventures/networks as the
case maybe. In case of parties failing to arrive at an Increased
License Fee payable, the Parties agree to refer the matter to
TDSAT. It is hereby clarified that the increased License Fee
shall be over and above the License Fee payable by MSO under
this Agreement.
If MSO merges with, acquires or is acquired by a Competing
Platform and the Zee Group Channel(s) are carried on Platform
and the Competing Platform, then the fee payable by the
combined entity / platform would be in accordance with the
respective agreements of ZEEL, with the platform and
competing platform prior to such merger, till a fresh agreement
is entered into with ZEEL for the combined entity.
Identical procedures will be followed in circumstances where
the MSO merges with, acquires or is acquired by multiple
Competing Platforms simultaneously or a party which owns
multiple Competing Platforms.
18. Suspension Rights Subject to any applicable laws, ZEEL shall have the right to
suspend delivery of the Zee Group Channels to the MSO after
giving 21 days’ notice in terms of the applicable Law, in the
event of:
i. a material breach related to License Fee if the same is
not paid by the MSO by the Due Date;
ii. a material breach related to anti-piracy, if such breach
is not cured within the initial notice period of two (2)
days; or
iii. a material breach not related to anti-piracy/ non-
payment of Monthly License Fee, if such breach is not
cured within the initial ten (10) day notice period.
Page 20 of 109
The MSO shall pay the License Fees during such suspension
period; provided however, that if it is later proven that such
suspension was in bad faith or not in accordance with the terms
of this Agreement then ZEEL shall reimburse the MSO any
amount paid by the MSO to ZEEL during such suspension
period.
19. Renewal of the Agreement: The Parties shall start the process for renewal of the agreement
at least 60 days prior to the date of the expiry of the existing
Interconnection Agreement. New Interconnection agreement
shall be entered into before the expiry of the existing
Interconnection Agreement. In case the parties fail to enter
into a new Interconnection Agreement before the expiry of the
existing agreement, ZEEL shall not make available Zee Group
channels to the MSO on the expiry of the existing
Interconnection agreement.
20. Termination (A). Either Party has a right to terminate the Agreement by a
written notice, subject to applicable Law, to the other in the
event of:
i. material breach of the Agreement by the other Party
which has not been cured within Twenty One (21)
days of being required in writing to do so;
ii. the bankruptcy, insolvency or appointment of receiver
over the assets of the other Party;
iii. the Digital addressable cable TV system license or
any other material license/ permission necessary for
the MSO to operate its digital addressable cable TV
system service being revoked at any time other than
due to the fault of the MSO.
(B) ZEEL shall have the right to terminate this Agreement by
a written notice to the MSO forthwith if:
i. MSO breaches any of the Anti-Piracy Requirements
and fails to cure such breach within ten (10) days of
being required in writing to do so; or
ii. ZEEL discontinues the Zee Group Channels with
respect to all distributors in the Territory.
(C) The MSO shall have the right to terminate this Agreement
on written notice to ZEEL if the MSO discontinues its cable
Page 21 of 109
business and provides at least ninety (90) days prior written
notice.
(D) In the event that the Parties fail to enter into a new
agreement prior to the expiry of the Term, the ZEEL would
discontinue the supply of signals to MSO on the date of the
expiry of the agreement due to efflux of time.
(E) The procedure for disconnection of signals of the
Channels by either Party shall be subject to the provisions
contained in the Interconnection Regulations notified by
TRAI.
(F) In the event the IRD Box/CAM and or Viewing Card
is/are transferred to any other location in breach of this
Agreement, the Agreement shall be automatically terminated
without prejudice to any other rights of ZEEL under this
Agreement or Law.
(G) ZEEL shall have the right to disconnect the Channels
provided to the MSO at any time by giving a prior written
notice of 21 (twenty-one) calendar days, specifying the
reasons for such disconnection.
(H) The right of ZEEL to terminate this Agreement shall be in
addition to, and without prejudice to any other rights or
remedies available to ZEEL under this Agreement or Law.
21. Effect of Termination Upon expiration or termination of the Agreement, all rights
granted to and obligations undertaken by the Parties under the
Agreement shall terminate immediately except:
i. MSO’s obligations to pay License Fees accrued under
the Agreement upon or prior to the expiration or
termination of the Agreement; and
ii. the indemnity obligations of the Parties; and
iii. the confidentiality obligations of the Parties; and
iv. such other rights as may accrue to the Parties under
applicable laws.
In addition, MSO shall forthwith:
i. cease to use the Intellectual Property Rights of the
Broadcaster and shall sign such confirmation of
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cessation of use of such Intellectual Property Rights
as Broadcaster may require;
ii. cease to provide or distribute/ transmit the Channels
to the Subscribers;
iii. return back to the Broadcaster the IRDs.
iv. The MSO shall prepare and deliver to ZEEL a final
Subscriber Report relating to any amounts due to
ZEEL forthwith;
v. All Promotional Materials of ZEEL and/or
Confidential Information, which are in the possession
of the MSO, its sub-operators or any of their Affiliates
or under their control shall be returned to ZEEL or be
otherwise disposed of in accordance with the ZEEL’s
directions;
The expiry or termination of the Agreement shall be without
prejudice to any rights which have already accrued to either
Party under the Agreement prior to the date of expiry or
termination.
The Parties shall immediately cease to make any
representations that they are associated with each other in the
Area.
Termination of the Agreement shall not absolve the MSO of
its obligations and stipulations under the Agreement.
The provisions of Clauses 24, 26-35 shall survive the
termination of this Agreement.
22. Intellectual Property (I) ZEEL and its licensors shall have the sole right and
privilege to determine which events and programmes,
advertisements, messages and the like shall be included in the
channels. the MSO agrees and undertakes to distribute the
channels in their entirety in the same manner as such channels
are delivered by ZEEL, without any cutting, editing, dubbing,
scrolling or ticker tape, interruptions, picture squeezing or re-
sizing, insertion of graphic or animated overlays, pull-
throughs or crawls, deletions or additions, blacking out,
substituting or any other modification, alteration, addition,
deletion or variation, substituting or any other modification,
Page 23 of 109
alteration, addition, deletion, variation or other interference or
interruption in any manner.
(II) The MSO shall use its best efforts to promote an awareness
of the Channel among its Subscribers and potential
subscribers. The MSO acknowledges that the Channel Marks
and associated marks and names (and the names of programs
which appear in the Service) are and shall remain the exclusive
property of ZEEL and its licensors, as applicable. The MSO
has not and shall not acquire any proprietary or other rights or
interests therein by reason of this Agreement. ZEEL shall have
the sole discretion to approve the use of such Channel Marks
by the MSO with respect to the programmes included in the
Channels. The MSO shall keep fully confidential and shall not
publish or disseminate any material or information which
violates any conditions imposed by ZEEL or its programme
suppliers and disclosed to MSO by Company for the purpose
of this Agreement. ZEEL acknowledges and agrees that the
MSO shall have the right to use the Channel Marks to promote
the Channel(s) through programme guide, programme listing,
internet website and for the purpose of displaying the
electronic program guide if any.
(III) All rights to the Channels and its contents are specifically
reserved to ZEEL and its licensors, as appropriate, and may be
freely exercised and exploited by them by any means, any
locations and in any manner whatsoever.
(IV) Notwithstanding anything contained in this Agreement,
the MSO agrees that ZEEL, its parent, successors, assigns or
any entity that owns or controls ZEEL, directly or indirectly
during the Term hereof or for any extension, may re-name
and/or re-brand the Channels in its sole discretion.
23. Representations and Warranties
(I) Each Party represents and warrants to the other Party that:
(a) each of them is a duly incorporated and is a validly existing
company under applicable Law and has full authority and all
rights (including necessary licenses and approvals from
competent authorities) necessary to perform its obligations
under this Agreement;
(b) upon execution hereof, this Agreement shall be legally
binding on such Party and enforceable against such Party and
will not result in any violation of any applicable Law;
Page 24 of 109
(c) it has obtained, and shall maintain in full force, during the
Term of this Agreement, all approvals and consents necessary
to perform its obligations under this Agreement and operate the
business it is conducting in connection with this Agreement, as
applicable and no consent, authorization, licence or approval
of any Governmental Authority that has not been applied for
or obtained is required to authorize the execution, delivery, or
performance of this Agreement.
(II) The MSO undertakes, represents and warrants to ZEEL that:
(a) the MSO has conducted its business at all times in
accordance with applicable Laws in all material respects and
the terms of each license, registration and permit held by it and
has obtained all the licenses, permits, registrations from any
Governmental Authority required under applicable Law for the
MSO to operate the Distribution System within the permitted
Area. The registration or license to operate the Distribution
System within the permitted Area and all other necessary
supporting documents, including licenses or registrations of all
sub-operators are valid and shall continue to remain valid
during the Term of this Agreement. The MSO confirms that it
shall abide by the Cable TV Act, and Interconnection
Regulations and shall duly inform ZEEL in the event of any
changes or termination in its registrations or in the event of a
change in names and addresses of sub-operators working under
the MSO within 10 (ten) calendar days of such change. Any
failure on the part of the MSO to inform ZEEL in the event of
any such change within 10 (ten) calendar days of such change
shall be construed as a material breach of this Agreement;
(b) the MSO has not received any written notice from any
Governmental Authority with respect to any violation of any
applicable Law and no fact or circumstance exists which is
likely to lead to any license, registration or permit which is
material to the Distribution System of the MSO being revoked,
varied, cancelled, suspended or not renewed.
(c) the Distribution Systems used by it to exercise the rights
under this Agreement meet the requirements of applicable
Laws and regulations, as amended from time to time, and this
Agreement. The MSO shall not generate or retransmit any
unencrypted signals or feeds from its Head End;
(d) it shall not pledge, charge or encumber or in any way part
with the possession of the Equipment without the prior written
permission of Company and shall not remove/shift any
equipment used to avail of the Services from the address
Page 25 of 109
referred to in ANNEXURE – VIII, without the prior written
consent of the Licensor;
(e) it shall not shift, remove, modify, misuse or tamper with the
equipment used to avail of the Services including the paper seal
to prevent opening of the equipment or any signals emanating
there from, in a manner that prevents the identification of the
equipment number or interferes with the signals emanating
there from;
(f) it shall not distribute the Channels other than by itself or
through sub-operators identified in ANNEXURE – VIII
hereto or otherwise deal with the Channels except as expressly
authorized under this Agreement. It is hereby clarified that the
MSO shall offer the Channel(s) to it subscribers either on A-
la-carte or within and as part of Subscriber Package;
(g)it shall not distribute the Channels (i) outside the Area; (ii)
to any other Person other than the Subscriber in a manner
specified in the Agreement;
(h) It has the appropriate net worth, good and paying subscriber
base, necessary infrastructure including office, support staff
and the equipment for running the Distribution System
smoothly and efficiently so as to enable the MSO to discharge
all its obligations under this Agreement. The MSO further
represents that it is not in breach of any contractual obligation
with respect to other service providers with whom it is
connected;
(i) all information provided by the MSO to ZEEL in connection
with this Agreement has been provided in good faith. All
information which has been provided by the MSO to ZEEL in
connection with this Agreement is true and accurate, and such
information does not omit to state a material fact necessary to
make the statements therein, in light of the circumstances in
which they are made, not misleading.
(j) the MSO has not received any petition for, and no order has
been made or a resolution been passed for the winding up of
the MSO or for the appointment of any provisional liquidator
or administrator over any or all the assets of the MSO or the
suspension of payments, a moratorium of any indebtedness,
winding-up, dissolution, administration or re-organisation (by
way of voluntary arrangement, scheme of arrangement or
otherwise) of the MSO and no analogous procedure or step is
being taken or is pending or threatened in any jurisdiction. No
receiver has been appointed in respect of the whole or any part
of any of the assets of the MSO.
Page 26 of 109
(k) there are no legal proceedings pending against the MSO
which would materially affect the ability of the MSO to
perform its obligations under this Agreement.
The provisions of this Clause 23(II) shall also apply to sub-
operators and Affiliates of the MSO who are distributing the
Channels through the Distribution System in the Area. The
breach of any of the above shall constitute a material breach
of this Agreement and shall entitle ZEEL to terminate this
Agreement. The rights of ZEEL under this Clause shall be in
addition to and without prejudice to any other rights available
to it in Law or under this Agreement.
(III) Except as expressly set out in this agreement and to
the maximum extent permitted by Law, the Channels
are provided by the Licensor on an 'as-is' 'where-is'
basis without warranties of any kind whatsoever,
express or implied, including in relation to quality,
merchantability, fitness for purpose or non-
infringement or that the services will be error free or
uninterrupted.
(IV) The MSO further represents and warrants that:
(a) all the terms and conditions laid down in this
agreement are non-discriminatory, reasonable
and justified and are not more than necessary for
the legitimate preservation of the value of the
Channel(s) and the content of the Channel(s);
(b) that it has understood the merits and demerits
including risks arising out of this agreement and
acknowledges that it has evaluated all
considerations relating to the agreement, after
duly reading the contents of this agreement. The
MSO further represents that it has also taken
advice from the subject matter experts including
but not limited to finance, technical, content, legal
and tax experts, pertaining to the implications of
all terms and conditions of the agreement and
based on their opinion has accepted that this
agreement is suitable and appropriate for the
MSO.
(c) it has agreed to all terms and conditions of this
agreement after due discussion with ZEEL. In the
event of any ambiguity or question of intent or
interpretation arising out of this agreement, then
the agreement shall be construed as if drafted
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jointly by both the Parties, and no presumption or
burden of proof shall arise favouring or
disfavouring any Party by virtue of the authorship
of any provision of this Agreement.
24. Regulatory Intervention In the event that there is any change to any applicable statutes,
enactments, acts of legislation or parliament, laws, ordinances,
rules, by-laws or regulations of any government or statutory
authority in India including but not limited to the Ministry of
Information and Broadcasting and The Telecom Regulatory
Authority or any final un-appealable order of any competent
court or tribunal which would have a material adverse effect
on either of the Parties, then the affected Party may request
that the Parties consult as soon as reasonably practicable with
a view to negotiating in good faith an amendment to this
Agreement including but not limited to the license fees
payable hereunder, such amendment to take effect from the
date of such change. In the event that the Parties are unable to
agree on an amendment within forty-five (45) days of the date
of the request by the affected Party, then either Party may
request TDSAT to resolve such dispute.
25. Indemnity and Limitation of Liability
(I) The MSO shall without any limitations as to time period
or amounts keep and hold ZEEL and its Affiliates,
officers, directors, employees and agents fully
indemnified and harmless against all claims, suits, actions,
proceedings, causes of action, damages, awards,
liabilities, costs and/or expenses of any kind (including
reasonable attorney’s fees) arising out of any
misrepresentation or fraud committed by the MSO, or
actual or alleged breach of any terms of this Agreement
by the MSO (including but not limited to breach of any
representation and warranty provided by the MSO to
ZEEL).
(II) It is expressly understood and agreed between the Parties
that ZEEL shall have no liability or obligation whatsoever
under this Agreement, towards the MSO, the Subscribers
or any other person or Governmental Authority, arising
from and/or in respect of:
(a) any defect in any Equipment (including without limitation
IRDs / Viewing Cards) attributable to or resulting from any
unauthorized/improper use, tampering, negligence or
failure to follow ZEEL's instruction, or any use of the
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Equipment with any apparatus or Equipment not
authorized by ZEEL, in which event ZEEL shall not be
under any obligation to provide MSO with any other
Equipment;
(b) any inaction, default or on the part of the MSO, its
distributor or installer;
(c) any delay or failure in the performance of this Agreement
caused by any reason or event beyond the control of ZEEL;
(d) deactivation, disconnection, interruption of the Channels
or termination of this Agreement by ZEEL in accordance
with the terms of this Agreement for any reason whatsoever
(including without limitation on account of the non-
payment of License Fee by the MSO or on account of any
other breach of this Agreement by the MSO); or
(e) failure on the part of the MSO to maintain the licenses and
approvals required under applicable Law;
(III) The MSO undertakes that it shall be solely responsible for
dealings with the Subscribers and shall be liable for any
claims, actions, demands or proceedings by the
Subscribers arising out of the actions or omissions of
MSO. Nothing in this Agreement or the contract(s)
executed between the Subscriber and the MSO or the
operator or sub-operator shall entitle the Subscriber to
receive the Channels from ZEEL or create any direct
relationship between the Subscriber and ZEEL.
(IV) ZEEL shall not be liable to the MSO, any Subscriber or to
any other Person, whether under contract, tort or
otherwise, for any indirect, special, incidental or
consequential damages or for any lost profits, business,
revenues or goodwill arising out of or in connection with
this Agreement or the provision of the Channels or
inability to provide the same whether or not due to
suspension, interruption or termination of the Channels or
for any inconvenience, disappointment due to deprival of
any programme or information whether attributable to any
negligent act or omission or otherwise.
(V) Without prejudice to the foregoing, the maximum
aggregate liability of ZEEL for proven and awarded direct
damages or losses that may arise out of or in connection
with this Agreement shall not exceed the License Fee
actually paid by the MSO to ZEEL hereunder.
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26. Compliance with Laws: The MSO, its sub-operators and their respective affiliates
shall at all times ensure that their employee(s), directors(s),
personnel adhere to all applicable laws, including but not
limited to the anti-corruption and anti-bribery laws,
provisions of the Prevention of Corruption Act, 1988,
Prevention of Money Laundering Act, 2002. The MSO, its
sub-operators and their respective affiliates further agree that
the MSO, its sub-operators and their respective affiliates, as
the case may be, and any person working on their behalf in
connection with the services or this agreement shall not make
any payment or transfer anything of value, directly or
indirectly to: any governmental official or employee
(including employees of government-owned and
government-controlled corporations and public international
organizations); any political party, official of a political
party, or candidate for public office; any intermediary,
including, but not limited to, agents or family members of
government officials, for payment to any government
official; any other person or entity in a corrupt or improper
effort to obtain or retain business or any advantage, in
connection with ZEEL’s affairs; any person selling a
competing product in order to eliminate or restrict
competition, including, but not limited to, agreements to
divide the market; or any other person or entity; if such
payment or transfer would violate the applicable law of the
country.
27. Confidentiality (I) (i) subject to clause 27 (iii) the parties agree to keep all
confidential information including without limitation, data
pertaining to the business of the other party, details of the
other party’s affiliates, subscriber details, license fee, pricing,
information regarding the strategy and volume of business of
the other party strictly confidential at all times.
(ii) Any information provided by one Party to the other Party
under the Agreement is to be held strictly in confidence by
the other Party and shall not be used by the other Party for a
purpose other than the purpose for which it is intended under
this Agreement without written consent of the other.
(II) Notwithstanding the provisions contained in Clause 27(I)
and 27(II), either Party may disclose Confidential
Information:
a) if and to the extent necessary to be disclosed under the
applicable Law or by any Governmental Authority to
whose jurisdiction the Party is subject;
Page 30 of 109
b) in so far as it is required to be disclosed to Affiliates, the
employees, directors or professional advisers of any
Party, provided that any such disclosure is on a need-to-
know basis and the disclosing Party shall procure that
the persons to whom it is disclosed in terms of this
provision treat such information as confidential;
c) if and to the extent the Confidential Information has
come into the public domain, otherwise than as a direct
or indirect consequence of any breach of the terms and
conditions of this Agreement and through no fault of
that Party; or
d) if and to the extent all the other Parties have given prior
written consent to the disclosure of such Confidential
Information.
28. Specific Performance The parties agree that damages may not be an adequate
remedy and the parties shall be entitled to an injunction,
restraining order, right for recovery, suit for specific
performance or such other equitable relief as a court of
competent jurisdiction may deem necessary or appropriate to
restrain the other party from committing any violation or
enforce the performance of the covenants, representations and
obligations contained in this agreement. These injunctive
remedies are cumulative and are in addition to any other rights
and remedies the parties may have at law or in equity,
including without limitation a right for damages.
29. Guarantee The MSO shall procure that its affiliates, sub-operators and
their affiliates who are operating in the area comply with the
terms of this agreement and perform their obligations
hereunder. The MSO guarantees the performance of the
obligations of its affiliates, sub-operators and their affiliates
under the terms of this agreement. Any breach or default of
this clause by the MSO shall constitute a material breach by
the MSO of the terms of this Agreement.
30. Agency Neither the MSO nor ZEEL shall be or hold itself out as the
agent of the other under this Agreement except with the
express written consent of the other. No sub-operators or
subscribers shall be deemed to have any privity of contract or
direct contractual or other relationship with Company by
virtue of this Agreement or by Company’s delivery of the
services to the MSO.
31. Waiver No waiver of any of the terms or conditions hereof shall be
valid or binding unless made in writing and duly executed by
Page 31 of 109
or on behalf of the Parties. No waiver by any party of any
default with respect to any provision, condition or requirement
hereof shall be deemed to be a waiver of any other provision,
condition or requirement hereof. No delay or omission of any
Party to exercise any right hereunder on one occasion in any
manner shall impair the exercise of any such right on any other
occasion.
32. Force Majeure Neither party shall be liable to the other for any delay in the
performance of its obligations caused by any reason beyond
its reasonable control, including without limitation, an act of
god, fire, Governmental action, war, civil insurrection, riot, act
of terrorism, labour unrest or dispute, epidemics or satellite
failure or satellite jamming which may affect the
retransmission of signals of any of the channels to the
subscribers. provided that nothing contained in this clause
shall apply to the obligation of the MSO the pay the License
Fee in accordance with this Agreement.
33. Assignment The MSO shall not have the right without the prior written
consent of ZEEL, to assign, transfer, convey, delegate or sub-
contract this Agreement or any of its rights or obligations
hereunder. ZEEL may assign or transfer its rights or
obligations under the Agreement to any party without consent
or approval of MSO.
34. Notices Any Notice provided for in this Agreement shall be in writing
and shall be (I) First transmitted by Email or facsimile
transmission, and then confirmed by Postage, Prepaid
Registered Post with Acknowledgement Due or by
Internationally Recognised Courier Service; or (II) Sent by
Postage, Prepaid Registered Post with Acknowledgement Due
or by Internationally Recognized Courier Service:
A. In the case of notices to ZEEL:
Mr. [●]
Address:
Facsimile:
Email:
B. In the case of notices to the MSO:
Mr. [●]
Address:
Facsimile:
Attention:
Email:
Page 32 of 109
35. Severability If any provision of this Agreement is determined to be invalid,
illegal or unenforceable by a competent legal forum, the
remaining provisions of this Agreement shall continue in full
force and effect.
36. Jurisdiction Disputes or differences arising between the parties as to the
effect, validity or interpretation of this Agreement or to their
Rights, duties or liabilities arising out of this RIO, the
Governing law shall be the Indian Law and Telecom Disputes
Settlement and Appellate Tribunal (TDSAT) shall have
exclusive jurisdiction. Further, in case of dishonour of
cheque(s), the parties agree that the Delhi courts only shall
have the exclusive jurisdiction to try cases under section 138
of the Negotiable Instruments Act, 1881.
37. Entire understanding between
the Parties The Distribution Agreement will contain the entire
understanding between the Parties with respect to the subject
matter hereof and supersede any prior agreements, writings,
understandings or communications in this connection. The
Parties agree that the terms contained herein are fair and
reasonable. The Distribution Agreement and this Addendum
shall not be modified, amended or varied unless otherwise
mutually agreed in writing in accordance with applicable Law.
IN WITNESS WHEREOF, the Parties hereto have caused this AGREEMENT to be executed by their
duly authorized representatives.
For and on behalf of: For and on behalf of:
_________________________ ZEE ENTERTAINMENT ENTERPRISES
_________________________ LIMITED
(Name of the MSO)
Sign: Sign:
Name: Name:
Designation: Designation:
Date: Date:
Witness sign: Witness sign:
Name: Name:
Page 33 of 109
ANNEXURE – I
TERRITORY
SMS
ID
Headend Address Authorized Area of Operation
restricted to the local limit of
(Name of City / Area / Town)
District State
Page 34 of 109
******
Page 35 of 109
ANNEXURE - II
ZEE GROUP CHANNELS
(PART – I)
I. List of Standard Definition (SD) Channels offered in DAS Notified areas along with the
respective A-la-Carte Rate:
MSO is desirous of availing SD Channels on A-la-Carte Basis (Yes / No): ________
S.
No.
Name of Channel Genre A-la-Carte Rate payable
per month by MSO for each
Authorised Subscriber (in
Rs.)
Channel
Availed (Yes
/No)
1 Zee TV General Entertainment
(Hindi)
5.83
2 Zee ETC General Entertainment
(Hindi)
1.35
3 &TV General Entertainment
(Hindi)
9.2
4 Zee Café General Entertainment
(English)
3.6
5 Zee Marathi General Entertainment
(Regional)
3.6
6 Zee Bangla General Entertainment
(Regional)
3.64
7 Zee Salaam News & Current Affairs 3.86
8 Zee Kannada General Entertainment
(Regional)
3.35
9 Zee Telugu General Entertainment
(Regional)
4.67
10 Zee Sarthak General Entertainment
(Regional)
3.99
11 Zee Kalinga Infotainment 4.67
12 Living Foodz Infotainment 6.72
13 Zee Cinema Movies 5.83
14 &flix Movies 3.15
15 Zee Talkies Movies 6.96
16 Zee Bollywood Movies 4.49
17 Zee Action Movies 4.49
18 Zee Bangla Cinema Movies 6.8
19 &Pictures Movies 7.56
20 Zing Music 2.25
21 Zee News News and Current Affairs FTA
22 Zee Punjab
Haryana
Himachal
News and Current Affairs 0.67
23 Zee Business News and Current Affairs 2.16
24 24 Ghanta News and Current Affairs 2.70
25 Zee 24 Taas News and Current Affairs 3.82
26
Zee Madhya
Pradesh
Chhattisgarh
News and Current Affairs 3.82
Page 36 of 109
27 Zee Rajasthan
News Infotainment 4.62
28 Zee Anmol General Entertainment
(Hindi) FTA
29 Zee Tamil General Entertainment
(Regional) 5.25
30 Zee Bihar
Jharkhand News and Current Affairs FTA
31 Zee Hindustan News and Current Affairs FTA
32 WION News and Current Affairs 3.86
33 Zee Yuva General Entertainment
(Regional) 5.04
34 Zee Cinemalu Movies 7.64
35 Zee Anmol
Cinema Movies FTA
36 Living Zen Infotainment 6.72
37 Zee 24 Kalak
News and Current Affairs 3.82
38 Zee Uttar Pradesh
Uttarakhand News and Current Affairs 3.86
39 EZMALL.COM News and Current Affairs FTA
40 Living Rootz Life Style FTA
41 Living Travelz Life Style FTA
42 Z Living Life Style FTA
43 Big Magic General Entertainment
(Hindi) FTA
44 Big Ganga General Entertainment
(Regional) FTA
45 Zee Keralam* General Entertainment
(Regional) 5.23
* The channel will be launched w.e.f. 12th November 2018.
Total Count of SD Channel Availed on A-la-Carte Rate: ___________
Note: 1. A-La-Carte Rates of ZEEL Channels are without prejudice to ZEEL’s rights and
contentions in any proceedings before any Tribunal/Judicial/Statutory/Regulatory
authority including but not limited to the Appeal No. 1 of 2016 and Appeal No. 2 of
2016 and also in Appeal Nos. 4 & 5 (C) of 2015 pending adjudication before the
Hon’ble Telecom Disputes Appellate and Settlement Tribunal (“TDSAT”).
2. ZEEL reserves its rights, subject to applicable regulation/order of TRAI, to revise the
Rate payable by Subscriber per Month mentioned herein above. Upon such revision
MSO agrees and unconditionally undertakes to pay revised Subscription Fee pro rata
from the effective date of such revision.
3. Inflation related hike/increase in the Rates notified by TRAI by way of Tariff Order or
otherwise would become automatically applicable to the above rates w.e.f. the date of
such notification and the MSO would be liable to pay the increased subscription fee
from the notification date.
Page 37 of 109
4. “Subscriber” for the purpose of calculation of license fee shall mean for any calendar
month, each Set Top Box (“STB”), which is availing the ZEEL Channels
5. A-La-Carte Rates of ZEEL Channels mentioned herein above are excluding taxes and
levies imposed by local and / or the Central Government including but not limited to
Goods and Services Tax.
6. The aforementioned provisions regarding revision of rate shall be applicable to both A-
la-Carte Rate(s) as well as Bouquet Rate(s).
(PART – II)
II RATES OF HIGH DEFINITION (HD) CHANNELS APPLICABLE TO
AUTHORISED SUBCRIBERS ONLY:
MSO is desirous of availing HD Channels on A-la-Carte Basis (Yes / No): ________
S.
No.
Name of the
Channel
A-la-Carte Rate payable per
month by MSO for each
Authorised Subscriber
(Rs.)
Channel Availed
(Yes/No)
1 Zee TV HD 30.00
2 Zee Cinema HD 30.00
3 &flix HD 30.00
4 &Pictures HD 30.00
5 &TV HD 30.00
6 Zee Café HD 30.00
7 Zee Talkies HD 30.00
8 Zee Bangla HD 30.00
9 Zee Marathi HD 30.00
10 Living Foodz HD 4.00
11 &prive HD 30.00
12 Zee Tamil HD 30.00
13 Zee Telugu HD 30.00
14 Zee Cinemalu HD 30.00
15 Zee Kannada HD 30.00
16 Zee Keralam HD* 30.00
* The channel will be launched w.e.f. 12th November 2018.
Total Count of HD Channel(s) Availed on A-la-Carte Rate: ___________
Note:
➢ The rate mentioned for the ala carte channel(s) are per “subscriber” per month rates. The Rate
per subscriber per month for the ala carte channel, would increase by the inflation rate as
specified by TRAI from time to time and/or such rate as may be prescribed under existing
regulatory regime.
➢ The rates mentioned are exclusive of any taxes and levies imposed by local or central authorities
including but not limited to Goods and Services Tax.
******
Page 38 of 109
ANNEXURE III
BOUQUET OF ZEE GROUP CHANNELS AND BOUQUET RATES
MSO is desirous of availing Bouquet(s) of Zee Group Channels (Yes / No): ________
Bouquet – I – Availed ____________ (Yes / No)
SR. No. Name of Channel Bouquet Rate Payable Per Month by
MSO for each Authorised Subscriber
1 Zee TV
Rs. 107.80/-
2 &TV
3 Zee Cinema
4 & Pictures
5 Zee Bollywood
6 Zee Action
7 Zee ETC
8 Zing
9 Zee Business
10 Zee Salaam
11 Zee Café
12 &flix
13 Living Foodz
14 Zee Marathi
15 Zee Talkies
16 Zee 24 Taas
17 Zee Bangla
18 Zee Bangla Cinema
19 24 Ghanta
20 Zee Sarthak
21 Zee Kalinga
22 Zee Punjab Haryana Himachal
23 Zee Madhya Pradesh Chhattisgarh
24 Zee Rajasthan News
25 Zee Telugu
26 Zee Kannada
27 WION
28 Zee Yuva
29 Zee Cinemalu
Page 39 of 109
Bouquet – II – Availed ____________ (Yes / No)
SR. No. Name of Channel Bouquet Rate payable per month by
MSO for each Authorised Subscriber
1 Zee TV
Rs. 74.44/-
2 &TV
3 Zee Cinema
4 & Pictures
5 Zee Bollywood
6 Zee Action
7 Zee ETC
8 Zing
9 Zee Business
10 Zee Salaam
11 Zee Café
12 &flix
13 Living Foodz
14 Zee Marathi
15 Zee Talkies
16 Zee 24 Taas
17 Zee Punjab Haryana Himachal
18 Zee Madhya Pradesh Chhattisgarh
19 Zee Rajasthan News
20 WION
21 Zee Yuva
Page 40 of 109
Bouquet – III Availed ______________ (Yes / No)
SR. No. Name of Channel Bouquet Rate Payable Per Month by
MSO for each Authorised Subscriber
1 Zee TV
Rs. 73.17/-
2 &TV
3 Zee Cinema
4 &pictures
5 Zee Bollywood
6 Zee Action
7 Zee ETC
8 Zing
9 Zee Business
10 Zee Salaam
11 Zee Café
12 &flix
13 Living Foodz
14 Zee Bangla
15 Zee Bangla Cinema
16 24 Ghanta
17 Zee Sarthak
18 Zee Kalinga
19 WION
Page 41 of 109
Bouquet – IV – Availed __________________ (Yes / No)
SR. No. Name of Channel Bouquet Rate Payable Per Month by
MSO for each Authorised Subscriber
1 Zee TV
Rs. 57.59/-
2 &TV
3 Zee Cinema
4 &pictures
5 Zee Bollywood
6 Zee Action
7 Zing
8 Zee Business
9 Zee Salaam
10 Zee Café
11 &flix
12 Living Foodz
13 Zee Punjab Haryana Himachal
14 Zee Telugu
15 Zee Kannada
16 WION
17 Zee Cinemalu
Total Count of Bouquet(s) Availed on Bouquet Basis: _____________
* Note: 1. Bouquet Rates of Zee Group Channels are without prejudice to ZEEL’s rights and
contentions in any proceedings before any Tribunal/Judicial/Statutory/Regulatory
authority including but not limited to the Appeal No. 1 of 2016 and Appeal No. 2 of
2016 and also in Appeal Nos. 4 & 5 (C) of 2015 pending adjudication before the
Hon’ble Telecom Disputes Appellate and Settlement Tribunal (“TDSAT”).
2. ZEEL reserves its rights, subject to applicable regulation/order of TRAI, to revise the
Rate payable per subscriber per month mentioned herein above. Upon such revision
MSO agrees and unconditionally undertakes to pay revised License Fee pro rata from
the effective date of such revision.
3. Inflation related hike/increase in the Rates notified by TRAI by way of Tariff Order or
otherwise would become automatically applicable to the above rates w.e.f. the date of
such notification and the MSO would be liable to pay the increased subscription fee
from the notification date.
4. “Subscriber” for the purpose of calculation of license fee shall mean for any calendar
month, each Set Top Box (“STB”), which is availing the ZEEL Channels
5. A-La-Carte Rates of ZEEL Channels mentioned herein above are excluding taxes and
levies imposed by local and / or the Central Government including but not limited to
Goods and Services Tax.
******
Page 42 of 109
ANNEXURE - IV
UNDERTAKING FOR THE INCENTIVE SCHEME AVAILED
Date: ________, 2018
To,
Zee Entertainment Enterprises Limited
“Essel House”,
B-10 Lawrence Road Industrial Area,
Delhi – 110 035
Dear Sir,
Sub: Confirmation of the Incentive Scheme availed.
1. We refer to the Interconnection Agreement dated ___________entered into between the Company
and MSO on the basis of Reference Interconnect Offer of ZEEL.
2. We hereby confirm that we have opted for the Incentive Scheme as detailed in SCHEDULE – A
to this letter.
3. In order to be eligible for the opted Incentive Scheme as detailed in SCHEDULE - A, we hereby
undertake and confirm that we will comply with each of the applicable conditions of the Incentive
Scheme(s) opted by us during the Term of the Agreement.
4. We understand and acknowledge that failure to comply with the applicable conditions of the
Incentive Scheme(s) opted by us would result in the consequences as detailed in the respective
Incentive Scheme(s).
Yours Sincerely,
For [Name of MSO]
_________________
Authorized Signatory
Name:
Title:
MSO Seal
******
Page 43 of 109
SCHEDULE – A
Details of Incentive Scheme Availed
I. Parameters availed for Incentive Scheme on Bouquet Rate of SD Channel(s):
S.
No. Incentive Parameters
Availed
(Yes/No) If Yes
1 Subscriber Base Incentive
Subscriber Base on Date of Execution of the
Agreement: ___________. Incentive to be
calculated based on the Subscriber Base
reported in monthly subscriber report.
2 Bouquet Penetration
Incentive
To ensure the minimum Penetration as per
the Incentive Scheme Pre-requisite. To be
made available on submission of
subscriber report
3 Bouquet Slab (LCN)
Incentive
As detailed in Exhibit D
4 Prompt Payment Incentive Upon Payment on Due Date
5 Prompt Subscriber Report
Submission Incentive
Upon Submission of Report on Due Date
Page 44 of 109
II. Parameter availed for Incentive Scheme on HD Channels:
S.
No. Incentive Parameters
Availed
(Yes/No) If Yes
1 HD Subscriber Base
Incentive
Subscriber Base on Date of Execution of
the Agreement: ____________. Incentive
to be calculated based on the Subscriber
Base reported in monthly subscriber report.
2 HD Channel Count
Incentive
Number and Name of Channels committed
to be carried by MSO over and above the
number required to be subscribed as per
Pre-requisite of the Incentive Scheme (4 +
___) = ____ as detailed in Exhibit E
3
HD Channel(s) Penetration
Incentive
To ensure the minimum Penetration as per
the Incentive Scheme Pre-requisite. To be
made available on submission of subscriber
report
4 Additional HD Penetration
Incentive
To be made available on submission of
subscriber report
5 HD LCN Incentive As detailed in Exhibit F
6 Prompt Payment Incentive Upon Payment on Due Date
7 Prompt Subscriber Report
Submission Incentive
Upon Submission of Report on Due Date
Page 45 of 109
Exhibit – A
Details of Bouquets availed for the purpose of Bouquet Count Incentive pertaining to Incentive
Scheme on Bouquet Rate of SD Channels
S.
No. Name of Bouquet
Bouquet Availed
(Yes / No)
1 BOUQUET I
2 BOUQUET II
3 BOUQUET III
4 BOUQUET IV
TOTAL COUNT OF BOUQUET(S)
Page 46 of 109
Exhibit – B
Details of committed slab for respective Channel forming part of availed Bouquet for the
purpose of Bouquet Slab (LCN) Incentive pertaining to Incentive Scheme on Bouquet Rate of
SD Channels
Name of
Bouquet
SR.
No.
Name of Channel LCN Number /
Sequence
Slab Number
(Slab 1 / Slab 2 /
Slab 3)
Bouquet I
1 Zee TV
2 &TV
3 Zee Cinema
4 &pictures
5 Zee Bollywood
6 Zee Action
7 Zee ETC
8 Zing
9 Zee Business
10 Zee Salaam
11 Zee Café
12 &flix
13 Living Foodz
14 Zee Marathi
15 Zee Talkies
16 Zee 24 Taas
17 Zee Bangla
18 Zee Bangla Cinema
19 24 Ghanta
20 Zee Sarthak
21 Zee Kalinga
22 Zee Punjab Haryana Himachal
23 Zee Madhya Pradesh Chhattisgarh
24 Zee Rajasthan News
25 Zee Telugu
26 Zee Kannada
27 WION
28 Zee Yuva
29 Zee Cinemalu
Page 47 of 109
Name of
Bouquet
SR.
NO. Name of Channel
LCN Number /
Sequence
Slab Number
(Slab 1 / Slab 2
/ Slab 3)
Bouquet
II
1 Zee TV
2 &TV
3 Zee Cinema
4 &pictures
5 Zee Bollywood
6 Zee Action
7 Zee ETC
8 Zing
9 Zee Business
10 Zee Salaam
11 Zee Café
12 &flix
13 Living Foodz
14 Zee Marathi
15 Zee Talkies
16 Zee 24 Taas
17 Zee Punjab Haryana Himachal
18 Zee Madhya Pradesh Chhattisgarh
19 Zee Rajasthan News
20 WION
21 Zee Yuva
Page 48 of 109
Name of
Bouquet
SR.
NO. Name of Channel
LCN Number /
Sequence
Slab Number
(Slab 1 / Slab 2 /
Slab 3)
Bouquet III
1 Zee TV
2 &TV
3 Zee Cinema
4 &pictures
5 Zee Bollywood
6 Zee Action
7 Zee ETC
8 Zing
9 Zee Business
10 Zee Salaam
11 Zee Café
12 &flix
13 Living Foodz
14 Zee Bangla
15 Zee Bangla Cinema
16 24 Ghanta
17 Zee Sarthak
18 Zee Kalinga
19 WION
Page 49 of 109
Name of
Bouquet
SR.
NO
.
Name of Channel
LCN
Number /
Sequence
Slab Number
(Slab 1 / Slab 2 / Slab
3)
Bouquet
IV
1 Zee TV
2 &TV
3 Zee Cinema
4 &pictures
5 Zee Bollywood
6 Zee Action
7 Zing
8 Zee Business
9 Zee Salaam
10 Zee Café
11 &flix
12 Living Foodz
13 Zee Punjab Haryana Himachal
14 Zee Telugu
15 Zee Kannada
16 WION
17 Zee Cinemalu
Page 50 of 109
Exhibit – C
Details of HD Channels availed for the purpose of HD Channel Count Incentive pertaining to
Incentive Scheme HD Channels
S.
No. Name of Channel
Channel Availed
(Yes / No)
1 Zee TV HD
2 Zee Cinema HD
3 &TV HD
4 &Pictures HD
5 Zee Café HD
6 &flix HD
TOTAL COUNT OF HD CHANNEL(S)
Page 51 of 109
Exhibit – D
Details of committed Slab for HD Channels availed for the purpose of HD LCN Incentive
pertaining to Incentive Scheme on A-la-Carte Rate of HD Channels
S.
No. Name of Channel LCN Number / Sequence
Slab Number
(Slab 1 / Slab 2 / Slab 3)
1 Zee TV HD
2 Zee Cinema HD
3 &TV HD
4 &Pictures HD
5 Zee Café HD
6 &flix HD
******
Page 52 of 109
ANNEXURE V
INCENTIVE SCHEME ON BOUQUET RATES OF STANDARD DEFINITION (SD)
CHANNELS
1. ZEEL is offering the following incentives on the Bouquet(s) of the Standard Definition (SD) Pay
Channels set out in this ANNEXURE - V subject to MSO (operating through digital addressable
cable television system) fulfilling the eligibility conditions set out in Clause 3 of this
ANNEXURE - V:
2. Definitions:
(a) Mode of Transmission means delivery through Digital Addressable Cable Television
System
(b) “Basic Entry Package” shall mean all such package of television channels offered by the
MSO to its subscribers, comprising of (i) a combination of FTA Channels and one or more
Pay Channels of a single broadcaster or multiple broadcasters; and/or (ii) a combination of
one or more Pay Channels of a single broadcaster or multiple broadcasters. It is however
clarified that, it shall not include Add-on Packages, but shall include Basic Entry Package
Tier 1, Basic Entry Package Tier 2 and Basic Entry Package Tier 3 respectively or any other
Basic Entry Package Tier, launched by the MSO during the Term. MSO would be under
obligation to inform ZEEL about any new launch of Package and/or any change
/modification in the existing Package immediately upon but not later than 2 days such
launch/modification.
(c) “Basic Entry Package Tier 1” shall mean the Basic Entry Package(s) offered by the MSO
which is/are the lowest priced amongst all the Basic Entry Packages(s) offered by the MSO
to its subscribers.
(d) “Basic Entry Package Tier 2” shall mean the Basic Entry Package(s) offered by the MSO
which is/are the second lowest priced amongst all the Basic Entry Package(s) offered by
the MSO to its subscribers and comprises of all the channels comprised in the Basic Entry
Package – Tier 1 and some additional FTA Channels and Pay Channels.
(e) “Basic Service Tier” shall mean a package of television channels offered by the MSO,
consisting only of FTA channels.
(f) “FTA Channel(s)” shall mean free-to-air channel(s), in respect of a cable television
network, being a channel for which no subscription fee is to be paid by the cable operator
to the broadcaster for its retransmission on cable.
(g) “Pay Channel(s)” shall mean, in respect of a cable television network, channel(s) for which
subscription fees is to be paid to the broadcaster by the cable operator and due authorization
needs to be taken from the broadcaster for its re-transmission on cable.
Page 53 of 109
(h) “Primary Market” shall mean the States corresponding to the respective regional
channels set out herein below. For example, the Primary Market for “Zee Rajasthan News”
shall be the state of Rajasthan.
Primary Market
S. No. Regional Channel States
1 Zee Marathi Maharashtra & Goa
2 Zee Yuva Maharashtra & Goa
3 Zee Bangla West Bengal
4 Zee Talkies Maharashtra & Goa
5 Zee Kannada Karnataka
6 Zee Telugu Andhra Pradesh & Telangana
7 Zee Cinemalu Andhra Pradesh & Telangana
8 Zee Bangla Cinema West Bengal
9 Zee Punjab Haryana
Himachal
Punjab, Haryana, Himachal,
Chandigarh, & Delhi
10 24 Ghanta West Bengal
11 Zee 24 Taas Maharashtra & Goa
12 Zee Sarthak Odisha
13 Zee Kalinga Odisha
14 Zee Madhya Pradesh
Chhattisgarh Madhya Pradesh & Chhattisgarh
15 Zee Rajasthan News Rajasthan
(i) “Pay Subscriber Base” shall mean all Active Pay Subscribers of the MSO (including that
of its affiliates/JVs/subsidiaries which are part of the Agreement). However, the subscriber
who have subscribed only for FTA channels and /or have taken ZEE Group channels purely
on Bouquet basis shall be excluded from Pay Subscriber Base.
(j) “Channel Penetration” Penetration for a Pay Channel means the proportion of the Pay
Subscriber Base to whom the said Channel is made available out of the total Pay Subscriber
Base of the MSO, and is denoted in percentage (%) terms below:
Sr. No. Channel Name Minimum Channel Penetration
Requirements
1 Zee TV 100% of Pay Subscriber Base
2 &TV 100% of Pay Subscriber Base in specified
states#
3 Zee Cinema 100% of Pay Subscriber Base in specified
states#
4 &Pictures 100% of Pay Subscriber Base in specified
states#
5 Zee café In parity with channels specified in Table C
6 &flix In parity with channels specified in Table C
7 Zee Business In parity with channels specified in Table C
8 Living Foodz In parity with channels specified in Table C
9 Zee Bollywood In parity with channels specified in Table C
10 WION In parity with channels specified in Table C
Page 54 of 109
11 Zee Salaam In parity with channels specified in Table C
12 Zing In parity with channels specified in Table C
13 Zee ETC In parity with channels specified in Table C
14 Zee Action In parity with channels specified in Table C
15 Zee Marathi *100% in the Primary Market
16 Zee Yuva *100% in the Primary Market
17 Zee Bangla *100% in the Primary Market
18 Zee Talkies *100% in the Primary Market
19 Zee Kannada *100% in the Primary Market
20 Zee Telugu *100% in the Primary Market
21 Zee Cinemalu *100% in the Primary Market
22 Zee Bangla Cinema *100% in the Primary Market
23 Zee Punjab Haryana
Himachal *100% in the Primary Market
24 24 Ghanta *100% in the Primary Market
25 Zee 24 Taas *100% in the Primary Market
26 Zee Sarthak *100% in the Primary Market
27 Zee Kalinga *100% in the Primary Market
28 Zee Madhya Pradesh
Chattisgarh *100% in the Primary Market
29 Zee Rajasthan News *100% in the Primary Market
# Specified States shall mean all States other than Tamil Nadu, Andhra Pradesh,
Telangana, Karnataka and Kerala.
* If the MSO is not operating in the Primary Market(s) for a particular regional
channel, then the MSO in order to be eligible for the Incentive Scheme, shall be
required to make such regional channel available to minimum of 10% of its total
Active Pay Subscriber Base.
3. Incentive Eligibility Conditions for Incentives Scheme On Bouquet Rates of SD Channels:
Pre-requisite of Incentive Scheme: -
(a) All Channels of subscribed Bouquets made available by the MSO to its subscribers in
the Basic Entry Package Tier 1, shall be carried by the MSO in all other Basic Entry
Package Tiers. Similarly, all Channels made available by the MSO in the Basic Entry
Package Tier 2, shall be made available by the MSO in all other Basic Entry Package
Tiers, except in the Basic Entry Package Tier 1.
(b) MSO shall ensure that all the Channels agreed to be offered by it to its Subscribers in
other Basic Entry Packages (i.e. Tier 1 and Tier 2) shall always be carried in such Basic
Entry Packages offered by it to its Subscribers during the Term in the same relative
packaging position.
(c) The MSO shall ensure that the Channels of the subscribed Bouquet(s) achieve the
minimum Channel Penetration requirement which is more particularly set out in
Clause 2(j) herein above. In the event the MSO creates any intermediary packs
between the Basic Entry Package(s) offered by it, during the Term, the MSO shall
ensure that the Channels that it has agreed to carry in the immediately higher Basic
Entry Package, are moved to the intermediary package so created, to maintain the
relative positioning and packaging of the Channels as per the minimum Channel
Penetration requirement which is more particularly set out in Clause 2(j). For example,
in the event the MSO launches any intermediary package between Basic Entry Package
Tier 1 and Basic Entry Package Tier 2, it shall ensure that all the Channels in Basic
Entry Package Tier 2, agreed to be made available by it are moved to the new
intermediary pack launched.
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(d) The MSO shall ensure that while placing/packaging channels in basic entry package(s)
and/or add-on packages, Zee Group Channel(s) shall not be disadvantaged or otherwise
treated less favorably by the MSO with respect to competing channels on a genre basis
as illustrated in Table C of Clause 4.3 herein below.
(e) The MSO shall ensure that during the Term, the Channels will be made available and
carried throughout the Territory to all its existing subscribers as on the date of execution
of the Agreement, as well as to its new subscribers as per the terms set out in
Clause (a) to (e) above and also MSO shall carry all the Channels in its entirety and
continuously without any stoppage/break 24X7X365(6) basis, in the order and at the
time transmitted by the respective Broadcasters of the Channels without any editing,
delays (other than technology based delays), alterations, interruptions, picture
squeezing or re-sizing, insertion of graphic or animated overlays, pull-throughs or
crawls, deletions or additions unless otherwise agreed in advance in writing between
MSO and ZEEL.
(f) MSO shall deliver a written undertaking to ZEEL, in the format set out in ANNEXURE
IV, electing to comply with the Incentive Scheme.
4. Incentive Parameters for Incentive on Bouquet Rate of SD Channel:
The following parameters for the Incentive on Bouquet Rate of SD Channel shall be applicable to
the MSO fulfilling all the Pre-requisite(s) of Incentive Scheme as detailed in Clause 3 herein above.
4.1 Subscriber Base Incentive: Subscriber Base Incentive shall mean the incentive which is based on
the slab of the Subscriber Base of the MSO for Pay Channels of the subscribed Bouquet
distributed on the Platform of the MSO in the Territory, as set out in Table A below (“Subscriber
Base Incentive”).
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TABLE – A
Subscriber Base Incentive
Sl. No. Subscriber Base of MSO Incentive in
Percentage (%)
1 4 Million and above 10.00%
2 2 Million and above but less than
4 Million 9.00%
3 1 Million and above but less than
2 Million 8.00%
4 Less than 1 Million 7.00%
a.) Subscriber Base of the MSO for the purpose of calculation of Subscriber Base Incentive
shall mean all Active Pay Subscribers reported by the MSO in the subscriber report
submitted by the MSO (including that of its affiliates/JVs/subsidiaries which are part of the
Agreement) for the concerned month as set out in Clause 16 of the Agreement read along
with ANNEXURE – XI. However, for the purpose of counting Active Pay Subscriber, the
subscriber who have subscribed only for FTA channels and /or have taken ZEE Group
channels purely on Bouquet basis shall be excluded from Active Pay Subscriber.
Illustration:
Calculation of Subscriber Base Incentive for the MSO:
If the MSO has a subscriber base of more than 4 million, it will fall under the
Sub Base Incentive category of 4 million and above. If such an MSO carries
Bouquet I of Zee Group Channels and places channels in Bouquet Slab 1, then
the incentives for the MSO will work as follows:
RIO Rate of Bouquet I (in Rs.) 107.80
Subscriber Base Incentive (as per Clause 4.1) 10%
Bouquet Slab (LCN) Incentive (as per Clause 4.2) 33.00%
Bouquet Penetration Incentive (as per Clause 4.3) 30.00%
Prompt Payment Incentive (as per Clause 4.4) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.5) 0.6%
Cumulative Incentive 75.40%
Net Rate for Bouquet 1 after availing Incentives (in
Rs.) 26.52
However, if the MSO has 3 million subs, it will fall under the Sub Base
Incentive category of 2 Million and above but less than 4 Million, its
incentives will change as follows:
RIO Rate of Bouquet 1 (in Rs.) 107.80
Subscriber Base Incentive (as per Clause 4.1) 9%
Bouquet Slab (LCN) Incentive (as per Clause 4.3) 33.00%
Bouquet Penetration Incentive (as per Clause 4.2) 30.00%
Prompt Payment Incentive (as per Clause 4.4) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.5) 0.6%
Cumulative Incentive 74.40%
Net Rate for Bouquet 1 after availing Incentives (in
Rs.) 27.60
4.2 Bouquet Penetration Incentive: Bouquet Penetration Incentive shall mean the incentive based
on penetration for all Zee Group Channels forming part of the Bouquet(s) subscribed by the
Page 57 of 109
MSO for its Platform. MSO shall be eligible to avail the Bouquet Penetration Incentive only in
event that all Zee Group Channels forming part of the subscribed Bouquet meets the minimum
Channel Penetration requirement as stipulated in Clause 2(j) herein above.
Page 58 of 109
TABLE – B
Bouquet Penetration Incentive
Bouquet
Penetratio
n Slab
Bouquet
Penetration
Achieved
Percentage Incentive
Bouquet
I
Bouquet
II
Bouquet
III
Bouquet
IV
Slab 1
As detailed in Clause
2(j) for various
channel(s)
30.00% 30.00% 30.00% 24.00%
Slab 2 All Channel(s) at
more than 95%
31.50% 32.50% 32.50% 27.00%
(a) MSO shall be eligible for Bouquet Penetration Incentive as per Slab 1 in event it achieves the
Penetration requirement for each channel forming part of the Bouquet as per Clause 2(j) above.
(b) MSO shall have to achieve more than 95% Penetration for each channel forming part of the
Bouquet availed to be eligible for Bouquet Penetration incentive under Slab 2.
(c) If during a month, penetration of a particular channel forming part of a Bouquet falls below the
minimum required Channel Penetration as stated in Clause 2(j) above, then the Bouquet
Penetration Incentive for such Bouquet will be withdrawn for the said month.
Illustration
Calculation of Penetration Incentive for the MSO:
If an MSO subscribes to Bouquet I and achieves the minimum required
Channel Penetration, it will be eligible for the Bouquet Penetration Incentive
of Slab 1. If such an MSO has a sub base of more than 4 million, then the
incentives will work as follows:
RIO Rate of Bouquet 1 (in Rs.) 107.80
Subscriber Base Incentive (as per Clause 4.1) 10%
Bouquet Slab (LCN) Incentive (as per Clause 4.3) 33.00%
Bouquet Penetration Incentive (as per Clause 4.2) 31.50%
Prompt Payment Incentive (as per Clause 4.4) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.5) 0.6%
Cumulative Incentive 76.90%
Net Rate of Bouquet 1 after availing Incentives (in Rs.) 24.90
However, if the MSO places all the channels in its lowest price pack and
achieves more than 95% penetration for each Channel of Bouquet I, it will
be eligible for Penetration Incentive of Slab 2 for that Bouquet
RIO Rate of Bouquet I (in Rs.) 107.80
Subscriber Base Incentive (as per Clause 4.1) 10%
Bouquet Slab (LCN) Incentive (as per Clause 4.3) 33.00%
Bouquet Penetration Incentive (as per Clause 4.2) 30.00%
Prompt Payment Incentive (as per Clause 4.4) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.5) 0.6%
Cumulative Incentive 75.40%
Net Rate of Bouquet 1 after availing Incentives (in Rs.) 26.50
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4.3 Bouquet Slab (LCN) Incentive: Bouquet Slab (LCN) Incentive shall mean the incentive based on
the logical channel number (“LCN”) slabs for the channels forming part of the Bouquet within specified
genre (as listed in Table C below), in which any of the Zee Group Channels are placed by the MSO on
the Platform, within the specified genre and language of all standard definition channels as contained
in electronic program guide system as set out in Table D of this Schedule (“Bouquet Slab (LCN)
Incentive”)
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TABLE – C
Genre and Logical Channel Number (LCN) Slabs
Sr.
No. Channel Name Genre Competing Channels of Other Broadcasters Slab 1 Slab 2 Slab 3
1 Zee TV
General
Entertainment
(Hindi)
Star Plus, Colors, Sony, SAB TV, Life OK,
Sony Pal and similar channels 1 to 2 3 to 4 NA
2 &TV
General
Entertainment
(Hindi)
Star Plus, Colors, Sony, SAB TV, Life OK,
Sony Pal and similar channels 1 to 5 6 to 7 NA
3 Zee Cinema Movies
(Hindi)
Star Gold, MAX, MAX 2, Movies OK, UTV
Action, UTV Movies, Filmy and similar
channels
1 to 2 3 to 4 NA
4 &Pictures Movies
(Hindi)
Star Gold, MAX, MAX 2, Movies OK, UTV
Action, UTV Movies, Filmy and similar
channels
1 to 4 5 to 6 NA
5 Zee Bollywood Movies
(Hindi)
Star Gold, MAX, MAX 2, Movies OK, UTV
Action, UTV Movies, Filmy and similar
channels
1 to 6 7 to 8 9 to 10
6 Zee Action Movies
(Hindi)
Star Gold, MAX, MAX 2, Movies OK, UTV
Action, UTV Movies, Filmy and similar
channels
1 to 8 9 to
10
11 to
12
7 Zee ETC Music (Hindi)
Sony Mix, 9XM, 9X Jalwa, Masti, Mtunes,
B4U Music, Music India, Zoom, Bindaas Play
and similar channels
1 to 4 5 to 6 7 to 8
8 Zing Music (Hindi)
Sony Mix, 9XM, 9X Jalwa, Masti, Mtunes,
B4U Music, Music India, Zoom, Bindaas Play
and similar channels
1 to 4 5 to 6 7 to 8
9 Zee Business
News and
Current
Affairs
(Business
News Hindi)
CNBC Awaaz and other similar channels 1 to 2 3 to 4 5 to 6
10 Zee Café
General
Entertainment
(English)
Star World, Star World Premier, Comedy
Central, AXN, Colors Infinity and similar
channels
1 to 2 3 to 4 5 to 6
11 &flix Movies
(English)
Star Movies, Star Movies Action, PIX, Movies
Now, HBO, WB, MGM, Romedy Now, UTV
World Movies and similar channels
1 to 2 3 to 4 5 to 6
12 Living Foodz Infotainment
Discovery, History, Animal Planet, Discovery
Science, Discovery Turbo, Food Food, NG Wild
and similar channels
1 to 7 8 to
10
11 to
12
13 Zee Marathi
General
Entertainment
(Marathi)
Star Pravah, Colors Marathi, Saam TV, Maiboli
and similar channels 1 to 2 3 to 4 NA
14 Zee Talkies Movies
(Marathi)
Fakt Marathi, Chitrapat Marathi and similar
channels 1 to 2 3 to 4 5 to 6
15 Zee 24 Taas
News and
Current
Affairs
(Marathi)
ABP Majha, Mi Marathi, IBN Lokmat, TV9
Marathi and similar channels 1 to 2 3 to 4 5 to 6
Page 61 of 109
16 Zee Bangla
General
Entertainment
(Bangla)
Star Jalsha, Colors Bangla, Aath and similar
channels 1 to 2 3 to 4 NA
17 Zee Bangla
Cinema
Movies
(Bangla) Jalsha Movies, Sony Aath, and similar channels 1 to 2 3 to 4 5 to 6
18 24 Ghanta
News and
Current
Affairs
(Bangla)
ABP Ananda, ETV News Bangla, Kolkata TV,
News Time Bangal and similar channels 1 to 2 3 to 4 5 to 6
19 Zee Sarthak
General
Entertainment
(Odia)
Tarang, Colors Odia and similar channels 1 to 2 3 to 4 5 to 6
20 Zee Kalinga Infotainment
Odisha TV, ETV News Odia, Kalinga TV,
Kanak TV, Prameya News 7 and similar
channels
1 to 6 7 to 8 9 to 10
21
Zee Punjab
Haryana
Himachal
News and
Current
Affairs
(Punjabi)
PTC News and other similar channels 1 to 6 7 to 8 9 to 10
22
Zee Madhya
Pradesh
Chhattisgarh
News and
Current
Affairs
(MPCG)
IBC 24, ETV Madhya Pradesh Chhattisgarh and
similar channels 1 to 6 7 to 8 9 to 10
23 Zee Rajasthan
News
News and
Current
Affairs
(Rajasthani)
ETV Rajasthan, Samay Rajasthan and similar
channels 1 to 6 7 to 8 9 to 10
24 Zee Kannada
General
Entertainment
(Kannada)
Suvarna, Suvarna Plus, Colors Kannada, Udaya
TV,Udaya Comedy and similar channels 1 to 2 3 to 4 NA
25 Zee Telugu
General
Entertainment
(Telugu)
Gemini TV, ETV Telugu, ETV Plus, Maa Gold,
Maa TV and similar channels 1 to 2 3 to 4 NA
26 Zee Salaam
News &
Current
Affairs (Urdu)
Aalami Sahara, ETV Urdu and similar channels 1 to 2 3 to 4 5 to 6
27 WION
News and
Current
Affairs
(English)
Times Now, NDTV 24x7, India Today, CNN
News18, CNN, BBC World News, Al Jazeera
and similar channels
1 to 4 5 to 6 7 to 8
28 Zee Yuva
General
Entertainment
(Marathi)
Star Pravah, Colors Marathi, Saam TV, Maiboli
and similar channels 1 to 4 5 to 6 NA
29 Zee Cinemalu Movies
(Telugu)
Gemini Movies, Maa Movies and similar
channels 1 to 3 4 to 5 6 to 8
NA – Not Applicable
For Channels where Slab 3 is not applicable, Slab 2 to be considered.
Page 62 of 109
Table – D
Bouquet Slab (LCN) Incentive
Sl. No. LCN Placement
Percentage Incentive
Bouquet I Bouquet II Bouquet
III
Bouquet
IV
1 Bouquet Slab 1 33.00% 22.00% 21.20% 18.00%
2 Bouquet Slab 2 29.00% 16.00% 15.50% 11.00%
3 Bouquet Slab 3 25.00% 10.00% 9.50% 4.00%
a.) MSO shall be considered eligible to avail the Bouquet Slab (LCN) Incentive in event it places
all the Zee Group Channels forming part of the Bouquet in the stipulated Slabs as stated in
Table – C herein above.
b.) However, the MSO shall be entitled for flexibility of placing upto two channel(s) out of the
total number of channel(s) of the particular Bouquet into any of the stipulated Slab(s). e.g. if
the MSO has subscribed Bouquet I for which it commits Bouquet Slab 1, then the MSO has to
place minimum twenty nine channels out of the thirty one channels of Bouquet I at their
respective Slab 1, and two channel(s) can be placed at some other Slab(s).
c.) Further in case the MSO places more than two channels in some other Slab(s) other than the
specified Bouquet Slab, then the MSO will be entitled to receive the Bouquet Slab Incentive as
per the lowest Slab of the Channel(s) comprising of that Bouquet.
d.) In the event that the MSO, for any reason whatsoever, fails to place more than two Channel(s)
as per the defined Slabs in Table C read along with Table D above, during any day of the
month and is not able to restore the channel(s) in the defined Slabs within 3 days from the date
of receipt of intimation from the ZEEL (“Cure Period”), then the Bouquet Slab (LCN) Incentive
for such Bouquets will be withdrawn for that particular month.
Page 63 of 109
Illustration:
Calculation of Bouquet Slab (LCN) Incentive for the MSO:
If an MSO subscribes Bouquet I and commits bouquet Slab 1, the Bouquet
Slab (LCN) Incentive of 'Bouquet Slab 1' will be applicable for said
Bouquet. If such an MSO has a sub base of more than 4 million, then the
incentives will work out as follows:
RIO Rate of Bouquet 1 (in Rs.) 107.80
Subscriber Base Incentive (as per Clause 4.1) 10%
Bouquet Slab (LCN) Incentive (as per Clause 4.3) 33.00%
Bouquet Penetration Incentive (as per Clause 4.2) 30.0%
Prompt Payment Incentive (as per Clause 4.4) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.5) 0.6%
Cumulative Incentive 75.40%
Net Rate of Bouquet 1 after availing Incentives (in Rs.) 26.52
However, if the MSO commits Bouquet Slab 2 for Bouquet I, it will fall
under the Bouquet Slab (LCN) Incentive category of 'Bouquet Slab 2'
RIO Rate of Bouquet I (in Rs.) 107.80
Subscriber Base Incentive (as per Clause 4.1) 10%
Bouquet Slab (LCN) Incentive (as per Clause 4.3) 29.00%
Bouquet Penetration Incentive (as per Clause 4.2) 30.0%
Prompt Payment Incentive (as per Clause 4.4) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.5) 0.6%
Cumulative Incentive 71.40%
Net Rate of Bouquet 1 after availing Incentives (in Rs.) 30.83
4.4 Prompt Payment Incentive: Prompt Payment Incentive shall mean an incentive available to MSO
on the basis of prompt payment of Monthly License Fee by the MSO on or before the Due Date
(i.e. paid on or before 30th Day of the immediately succeeding month).
Page 64 of 109
Table – E
Prompt Payment Incentive
Payment of Monthly License Fee by MSO Prompt Payment Incentive
Paid on or before Due Date 1.8%
Illustration
Calculation of Prompt Payment Incentive for the MSO:
If the MSO makes the payment of Monthly Licence Fee on or before the
Due Date, then the incentive for Bouquet 1 will be calculated as follows
RIO Rate of Bouquet 1 (in Rs.) 107.80
Subscriber Base Incentive (as per Clause 4.1) 10%
Bouquet Slab (LCN) Incentive (as per Clause 4.3) 33.00%
Bouquet Penetration Incentive (as per Clause 4.2) 30.0%
Prompt Payment Incentive (as per Clause 4.4) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.5) 0.6%
Cumulative Incentive 75.40%
Net Rate of Bouquet 1 after availing Incentives (in Rs.) 26.52
However, if the MSO defaults on the payment of Monthly Licence Fee, then
in the incentive for Bouquet 1 will be calculated as follows
RIO Rate of Bouquet 1 (in Rs.) 107.80
Subscriber Base Incentive (as per Clause 4.1) 10%
Bouquet Slab (LCN) Incentive (as per Clause 4.3) 33.00%
Bouquet Penetration Incentive (as per Clause 4.2) 30.0%
Prompt Payment Incentive (as per Clause 4.4) 0%
Prompt Subscriber Report Incentive (as per Clause 4.5) 0.6%
Cumulative Incentive 73.60
Net Rate of Bouquet 1 after availing Incentives (in Rs.) 28.46
4.5 Prompt Subscriber Report Submission Incentive: Prompt Subscriber Report Submission
Incentive shall mean an incentive available to MSO for prompt submission of monthly subscriber
reports. MSO shall be entitled to avail the Prompt Subscriber Report Submission Incentive in event it
submits the monthly subscriber report in the prescribed format as set out in ANNEXURE - XI within
7 days of the immediately succeeding month. For e.g. MSO shall be entitled to avail to Prompt
Subscriber Report Submission Incentive for the month of October 2018 if it submits the monthly
subscriber report on or before 7th November 2018.
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Table – F
Prompt Subscriber Report Submission Incentive
Subscriber Report Submitted by MSO Prompt Subscriber Report Submission
Incentive
On or Before 7th day of immediately
succeeding month 0.6%
Illustration
Calculation of Prompt Subscription Report Submission Incentive for the MSO:
If the MSO submits the monthly subscriber report in the prescribed format
on or before the 7th day of the immediately following month, then the
incentive for Bouquet 1 will be calculated as follows
RIO Rate of Bouquet 1 (in Rs.) 107.80
Subscriber Base Incentive (as per Clause 4.1) 10%
Bouquet Slab (LCN) Incentive (as per Clause 4.3) 33.00%
Bouquet Penetration Incentive (as per Clause 4.2) 30.0%
Prompt Payment Incentive (as per Clause 4.4) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.5) 0.6%
Cumulative Incentive 75.40%
Net Rate of Bouquet 1 after availing Incentives (in Rs.) 26.52
However, if the MSO fails to submit the monthly subscriber report in the
prescribed format on or before the 7th day of the immediately following
month, then the incentive for Bouquet 1 will be calculated as follows
RIO Rate of Bouquet 1 (in Rs.) 107.80
Subscriber Base Incentive (as per Clause 4.1) 10%
Bouquet Slab (LCN) Incentive (as per Clause 4.2) 33.00%
Bouquet Penetration Incentive (as per Clause 4.3) 30.0%
Prompt Payment Incentive (as per Clause 4.4) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.5) 0%
Cumulative Incentive 74.80%
Net Rate of Bouquet 1 after availing Incentives (in Rs.) 27.16
5. Reports
5.1 In order to be eligible for the Incentives, the MSO shall provide ZEEL along with the Subscriber
Report referred to in this Agreement (i) Subscriber Base Report as set out in ANNEXURE – XI of
this Agreement (“Subscriber Base Report”), (ii) LCN Report in the form set out in ANNEXURE
XI to this Agreement (“LCN Report”), (iii) Channel Count Report in the form set out in
ANNEXURE – XI (“Channel Count Report”), (iv) Penetration Report in the form set out in
ANNEXURE – XI to this Agreement (“Penetration Report”).
6. Subscriber Records, Access and Audit: ZEEL shall during the Audit referred to in Clause 14
of this Agreement, be entitled to access the Records, SMS, CAS and related systems of the MSO
in order to determine the correctness of the Subscriber Base, LCN, Channel Count and Penetration
Report referred to in clause 5.1 of this ANNEXURE V above.
Page 66 of 109
7. License Fee: The License Fee shall be calculated in the manner set out in ANNEXURE – VII of
this Agreement. The aggregate incentives applicable to an MSO shall be the sum of all the
Incentives set out in Table A, B, D, E and F for which the MSO has qualified (“Aggregate
Incentive”) and the Bouquet rate specified in ANNEXURE - III shall be reduced to the extent of
the Aggregate Incentive.
8. ZEEL is offering the following two (2) Incentive Schemes:
(i) Incentive on Bouquet Rate of Standard Definition (SD) Channel as detailed in ANNEXURE –
V;
(ii) Incentive Scheme on High Definition (HD) Channels as detailed in ANNEXURE - VI
All the above mentioned schemes are governed by the conditions detailed in the respective
Annexures as mentioned above and are self-contained and mutually exclusive. It is clarified that
save as provided in the respective Incentive Schemes, the provisions of one Incentive Scheme
cannot be combined with another Incentive Scheme.
9. ZEEL reserves the right to amend, modify, alter, change, substitute, withdraw, add any of the terms
and conditions of any the Incentive Schemes at its sole discretion. In addition, ZEEL at sole
discretion in the event, during the Term, (i) ZEEL launches a New Channel, or (ii) in case of a
Removed Channel, or (iii) in case of a Converted Channel. For the avoidance of doubt, it is
clarified that a reference to a New Channel in this Annexure and/ or the Agreement includes any
additional channels (whether by way of a new launch, acquisition of any existing channel or
otherwise), distributed by ZEEL and/ or its current or future subsidiaries, and in such an event
ZEEL shall have the right to withdraw and/ or modify this Annexure and/ or the Incentives set out
herein in its sole discretion.
******
Page 67 of 109
ANNEXURE VI
INCENTIVE SCHEME ON HIGH DEFINITION (HD) PAY CHANNELS
1. ZEEL is offering the following Incentive Scheme on High Definition (HD) Pay Channels set
out in this ANNEXURE – VI subject to MSO (operating through digital addressable cable
television system) fulfilling the eligibility conditions set out in Clause 3 of this ANNEXURE
- VI:
2. Definitions:
(a) Mode of Transmission means delivery through Digital Addressable Cable Television
System
(b) “HD Package” – shall mean all such package of HD television channels offered by the
MSO (for MSO including current and historical) to its subscribers, comprising of (i) a
combination of HD FTA Channels and one or more HD Pay Channels of a single
broadcaster or multiple broadcasters; and/or (ii) a combination of one or more HD Pay
Channels of a single broadcaster or multiple broadcasters. It is however clarified that, it
shall not include HD Add-on Packages, but shall include HD Package Tier 1, HD Package
Tier 2 and HD Package Tier 3 respectively or any other HD Package Tier, launched by the
MSO during the Term. MSO would be under obligation to inform ZEEL about any new
launch of HD Package and/or any change /modification in the existing HD Package
immediately upon but not later than 2 days such launch/modification.
(c) “HD Package Tier 1” – shall mean the HD Package(s) offered by the MSO which is/are
the lowest priced amongst all the HD Packages(s) offered by the MSO to its subscribers.
(d) “HD Package Tier 2” shall mean the HD Package(s) offered by the MSO which is/are the
second lowest priced amongst all the HD Package(s) offered by the MSO to its subscribers
and comprises of all the channels comprised in the HD Package – Tier 1 and some
additional HD FTA Channels and HD Pay Channels.
(e) “HD Add-on Package” – means a specific package of additional HD television channels
which is offered as an addition to the existing HD Package(s)
(f) “HD FTA Channel(s)” shall mean HD free-to-air channel(s), in respect of a cable
television network, being a HD channel for which no subscription fee is to be paid by the
cable operator to the broadcaster for its retransmission on cable.
(g) “HD Pay Channel(s)” shall mean, in respect of a cable television network, HD channel(s)
for which subscription fees is to be paid to the broadcaster by the cable operator and due
authorization needs to be taken from the broadcaster for its re-transmission on cable.
(h) Channel Category: Zee Group HD Channels are categorized as per the grid below
Category I HD Channels Category II HD Channels
Zee TV HD Zee Café HD
&TV HD &flix HD
Zee Cinema HD
&Pictures HD
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(i) “HD Pay Subscriber Base” shall mean all Active HD Pay Subscribers of the MSO
(including that of its affiliates/JVs/subsidiaries which are part of the Agreement). However,
the subscriber who have subscribed for ZEE Group HD Channels purely on A-la-Carte
basis shall be excluded from HD Pay Subscriber Base.
(j) Channel Penetration: Penetration for a HD Pay Channel means the proportion of the HD
Pay Subscriber Base to whom the said HD Channel is made available out of the total HD
Pay Subscriber Base of the MSO, and is denoted in percentage (%) terms below:
3. Eligibility Conditions for Incentives Scheme on HD Channels:
Pre-requisite of Incentive Scheme: -
(a) It will be mandatory for the MSO to opt for either “Incentive Scheme on A-la-Carte Rate of
SD Channels” or “Incentive Scheme on Bouquet Rate of SD Channels” to be eligible for
availing “Incentive Scheme on HD Channels”. For avoidance of doubt it is hereby clarified
that in case the MSO does not subscribe to either of the above mentioned two (2) incentive
scheme(s) then it shall not be eligible for Incentive Scheme on HD Channels.
(b) In order to be eligible for this Incentive Scheme it shall be mandatory for the MSO to carry
on its Platform the 4 HD channel(s) listed in the table below to its subscribers throughout
the Territory during the Term and ensure that all the 4 HD channel(s) are placed in the HD
Package(s) and/or High Definition Add-on Package(s) so as to achieve the minimum
penetration specified against each channel:
Sr. No. Name of the Channel Minimum Channel Penetration
1 Zee TV HD 100% of Pay Subscriber Base
2 &TV HD 100% of Pay Subscriber Base
3 Zee Cinema HD 100% of Pay Subscriber Base
4 &Pictures HD 100% of Pay Subscriber Base
For the avoidance of doubt it is clarified that non-fulfilment of this threshold condition
the MSO will not be entitled to avail any incentive whatsoever.
(c) All HD Channels made available by the MSO to its subscribers in the HD Package Tier 1,
shall be carried by the MSO in all other HD Package Tiers. Similarly, all Channels made
available by the MSO in the HD Package Tier 2, shall be made available by the MSO in all
other HD Package Tiers, except in the HD Package Tier 1.
(d) MSO shall ensure that all the Channels agreed to be offered by it to its Subscribers in other
HD Packages (i.e. Tier 1 and Tier 2) shall always be carried in such HD Packages offered
by it to its Subscribers during the Term in the same relative packaging position.
(e) The MSO shall ensure that while placing/packaging channels in the HD Entry Packages /
HD Ad-ons, the Zee Group HD channel(s) shall not be disadvantaged or otherwise treated
less favorably by the MSO with respect to competing channels on a genre basis as illustrated
in Table E of Clause 4.5 herein below.
(f) The MSO shall ensure that the HD Channels achieve the penetration as more particularly set
out in Table in sub-clause (b) herein above. In the event the MSO creates any intermediary
packs between the HD Package(s) offered by it, during the Term, the MSO shall ensure that
the HD Channels that it has agreed to carry in the immediately higher HD Package, are
moved to the intermediary package so created, to maintain the relative positioning and
packaging of the HD Channels as detailed in Table in sub-clause (b) herein above. For
example, in the event the MSO launches any intermediary package between HD Package
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Tier 1 and HD Package Tier 2, it shall ensure that all the Channels in HD Package Tier 2,
agreed to be made available by it are moved to the new intermediary pack launched.
(g) The MSO shall ensure that during the Term, the Channels will be made available and carried
throughout the Territory to all its existing subscribers as on the date of execution of the
Agreement, as well as to its new subscribers as per the terms set out in Clause (a) to (f) above
and also MSO shall carry all the Channels in its entirety and continuously without any
stoppage/break 24X7X365(6) basis, in the order and at the time transmitted by the respective
Broadcasters of the Channels without any editing, delays (other than technology based
delays), alterations, interruptions, picture squeezing or re-sizing, insertion of graphic or
animated overlays, pull-throughs or crawls, deletions or additions unless otherwise agreed
in advance in writing between MSO and ZEEL.
(h) MSO shall deliver a written undertaking to ZEEL, in the format set out in ANNEXURE IV,
electing to comply with the Incentive Scheme.
4. Incentive Parameters for Incentive Scheme on High Definition (HD) Channels:
The following parameters for the Incentive scheme on HD Channel shall be applicable to the MSO
fulfilling all the Pre-requisite(s) of Incentive Scheme as detailed in Clause 3 herein above.
4.1 HD Subscriber Base Incentive: HD Subscriber Base Incentive shall mean the incentive which is
based on the slab of the HD Subscriber Base of the MSO for HD Pay Channels distributed on the
Platform of the MSO in the Territory, as set out in Table A below (“HD Subscriber Base
Incentive”).
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TABLE – A
HD Subscriber Base Incentive
Sl. No. HD Subscriber Base of MSO
Incentive in
Percentage (%)
1 2 Million and above 9.0%
2 1 Million and above but less than
2 Million 7.5%
3 0.5 Million and above but less
than 1 Million 6.0%
4 Less than 0.5 Million 4.5%
a.) HD Subscriber Base of the MSO for the purpose of calculation of HD Subscriber Base
Incentive shall mean all HD Active Pay Subscribers reported by the MSO in the subscriber
report submitted by the MSO (including that of its affiliates/JVs/subsidiaries which are part
of the Agreement) for the concerned month as set out in Clause 16 of the Agreement read
along with ANNEXURE – XI.
Illustration:
Calculation of HD Subscriber Base Incentive for the MSO:
If the MSO has a HD subscriber base of more than 2 million, it will fall
under the HD Subscriber Base Incentive category of 2 million and above. If
such an MSO opts for 6 Zee Group HD Channels and places Zee TV HD in
LCN Slab 1, then the incentives for the MSO will work as follows:
RIO Rate of Zee TV HD (in Rs.) 30.00
HD Subscriber Base Incentive (as per Clause 4.1) 9%
HD Channel Count Incentive (as per Clause 4.2) 20%
HD LCN Incentive (as per Clause 4.5) 30%
HD Channel(s) Penetration Incentive (as per Clause 4.3) 19%
Prompt Payment Incentive (as per Clause 4.6) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6%
Cumulative Incentive 80.4%
Net Rate of Zee TV HD after availing Incentives (in Rs.) 5.88
However, if the MSO has 1.5 million subs, it will fall under the Sub Base
Incentive category of 1 Million and above but less than 2 Million, its
incentives will change as follows:
RIO Rate of Zee TV HD (in Rs.) 30.00
HD Subscriber Base Incentive (as per Clause 4.1) 7.5%
HD Channel Count Incentive (as per Clause 4.2) 20%
HD LCN Incentive (as per Clause 4.5) 30%
HD Channel(s) Penetration Incentive (as per Clause 4.3) 19%
Prompt Payment Incentive (as per Clause 4.6) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6%
Cumulative Incentive 78.9%
Net Rate of Zee TV HD after availing Incentives (in Rs.) 6.33
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4.2 HD Channel Count Incentive: HD Channel Count Incentive shall mean the incentive based on the
number of Zee Group HD Channels falling under different Tiers of HD Channels subscribed for by the
MSO with a respective minimum Channel Penetration commitment (as stipulated in Clause 2(j) herein
above) of the total HD Active Pay Subscriber Base of the MSO as set out in Table B below (“HD
Channel Count Incentive”)
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TABLE – B
HD Channel Count Incentive
Number of HD
channels
Percentage Incentive for Category
I HD Channels
Percentage Incentive for Category
II HD Channels
6 20% 18%
5 17% 13%
4 14% NA
NA – Not Applicable
a.) Only those HD channels having minimum required Channel Penetration (as per the grid
stipulated in Clause 2(j) herein above) shall be considered in the total count of HD Channels
for availing HD Channel Count Incentive. For Example, if an MSO opts to carry 6 HD
Channels but gives a minimum required HD Channel Penetration or higher only for 4 HD
channels out of the total 6 HD Channels, then HD Channel Count Incentive slab of 4 shall be
applicable.
b.) In the event the MSO, for any reason whatsoever, fails to maintain the HD Channel Count
opted, during any of the month of the Term, then HD Channel Count Incentive shall be
applicable as per the revised HD Channel Count Incentive Slab applicable in accordance with
the above mentioned grid in Table - B for that concerned month.
c.) In the event the MSO fails to carry any of the HD channels as stipulated in Clause 3(b) herein
above, then the entire Incentive Scheme HD Pay Channel shall stand withdrawn and the MSO
shall be liable to pay the A-la-Carte rate for the availed HD channel(s).
Illustration
Calculation of Channel Count Incentive for the MSO:
If an MSO opts for 6 Zee Group HD Channels, it will fall under the Channel
Count Incentive category of 6. If such an MSO has a subscriber base of
more than 2 million and places Zee TV HD in LCN Slab 1, then the
incentives will work out as follows:
RIO Rate of Zee TV HD (in Rs) 30.00
HD Subscriber Base Incentive (as per Clause 4.1) 9%
HD Channel Count Incentive (as per Clause 4.2) 20%
HD LCN Incentive (as per Clause 4.5) 30%
HD Channel(s) Penetration Incentive (as per Clause 4.3) 19%
Prompt Payment Incentive (as per Clause 4.6) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6%
Cumulative Incentive 80.4%
Net Rate of Zee TV HD after availing Incentives (in Rs.) 5.88
However, if the MSO takes only 5 Channels, it will fall under the category
of 5 Channel in the Channel Count Incentive
RIO Rate of Zee TV HD (in Rs) 30.00
HD Subscriber Base Incentive (as per Clause 4.1) 9%
HD Channel Count Incentive (as per Clause 4.2) 17%
HD LCN Incentive (as per Clause 4.5) 30%
HD Channel(s) Penetration Incentive (as per Clause 4.3) 19%
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Prompt Payment Incentive (as per Clause 4.6) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6%
Cumulative Incentive 77.4%
Net Rate of Zee TV HD after availing Incentives (in Rs.) 6.78
4.3 HD Channel(s) Penetration Incentive: HD Channel(s) Penetration Incentive shall mean the
incentive based on minimum penetration of various Categories of Zee Group HD Channels (Category
I HD Channels, II HD Channels as set out in Clause 2(h) herein above) by the MSO on its Platform.
The incentives are set out in the Table D below.
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TABLE – C
HD Channel(s) Penetration Incentive
Sl.
No.
Minimum Penetration
Commitment by MSO**
Incentive for Category I
HD Channels
Incentive for Category II
HD Channels
1 100.0% 19% NA
2 15.0% NA 24%
NA – Not Applicable
a.) If during the month penetration of a particular HD channel (which is not a part of the 4
mandatory HD Channels as stated in Clause 3(b) above) falls below the minimum required HD
Channel Penetration, then the HD Channel(s) Penetration Incentive for such channel will be
withdrawn for the said month.
b.) For avoidance of doubt it is clarified that in the event the MSO offers any of HD channel(s)
(which is a part of the 4 mandatory HD Channels as stated in Clause 3(b) above) to its
Subscribers with a penetration level dropping below minimum required HD Channel
Penetration, then in such an eventuality the MSO shall not be entitled to avail any of the
incentive(s) under Incentive Scheme on HD Channels and shall be liable to pay for the channels
availed by it on A-la-Carte rates.
Illustration
Calculation of Penetration Incentive for the MSO:
If an MSO commits a penetration of 15% for a Channel, say Zee Café HD, it
will be eligible for the Penetration Incentive of 24%. If such an MSO has a
sub base of more than 2 million and opts for 6 Zee Group HD Channels,
then the incentives will work as follows:
RIO Rate of Zee Café HD (in Rs.) 30.00
HD Subscriber Base Incentive (as per Clause 4.1) 9%
HD Channel Count Incentive (as per Clause 4.2) 18%
HD LCN Incentive (as per Clause 4.5) 30%
HD Channel(s) Penetration Incentive (as per Clause 4.3) 24%
Prompt Payment Incentive (as per Clause 4.6) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6%
Cumulative Incentive 83.4%
Net Rate of Zee Café HD after availing Incentives (in Rs.) 4.98
However, if the MSO fails to achieve 15% penetration for Zee Café HD, it
will be ineligible for Penetration Incentive
RIO Rate of Zee Café HD (in Rs.) 30.00
HD Subscriber Base Incentive (as per Clause 4.1) 9%
HD Channel Count Incentive (as per Clause 4.2) 18%
HD LCN Incentive (as per Clause 4.5) 30%
HD Channel(s) Penetration Incentive (as per Clause 4.3) 0%
Prompt Payment Incentive (as per Clause 4.6) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6%
Cumulative Incentive 59.4%
Net Rate of Zee Café HD after availing Incentives (in Rs.) 12.18
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4.4 Additional HD Penetration Incentive: Additional HD Penetration Incentive shall mean the
incentive over and above the Penetration Incentive mentioned in Clause 4.3 herein above for achieving
a higher penetration than the minimum required HD Channel Penetration. The Additional HD
Penetration Incentive is applicable only for the incremental HD Pay Subscriber Base over and above
the minimum required HD Channel Penetration.
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TABLE – D
Additional HD Penetration Incentive
Penetration achieved by MSO Incentive for Category II HD Channel
More than minimum required Channel Penetration 95%
a) The above mentioned Additional HD Penetration Incentive shall be applicable only for the
incremental HD Pay Subscriber Base over and above the minimum required HD Channel
Penetration.
b) The Additional HD Penetration Incentive will be applicable on the net rate of the HD channel
arrived at after availing all the applicable incentives. For example, if the Rate of a Category II
HD Channel is Rs 10/-, the applicable Incentives as set out under the ‘Incentive Scheme on HD
Channel’ is 60% and the Additional HD Penetration Incentive set out above is 95%, then the
Rate for the purpose of calculation of License Fee shall be as determined below:
i. The Net Rate after applying all applicable Incentive will be Rs. 4/- (i.e. Rs. 10/- minus
Rs. 6/-) for 15% of the HD Pay Subscriber Base; and
ii. The Additional Incentivized Rate will be Rs. 0.2/- (after applying 95% incentive on
Rs. 4/-) for the additional/incremental HD Pay Subscriber Base over 15%.
4.5 HD LCN Incentive: HD LCN Incentive shall mean the incentive based on the logical channel
number (“LCN”) slabs within specified genre (as listed in Table E below), in which any of the Zee
Group Channels are placed by the MSO on the Platform, within the specified genre and language of all
high definition channels as contained in electronic program guide system as set out in Table F of this
Schedule (“LCN Incentive”)
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TABLE – E
Genre and Logical Channel Number (LCN) for Zee Group HD Channels
Sr.
No.
Channel
Name Genre Competing Channels of Other Broadcasters Slab 1 Slab 2 Slab 3
1 Zee TV HD
General
Entertainment
(Hindi)
Star Plus HD, Colors HD, Sony HD, Life OK
HD, and similar channels 1 to 2 3 to 4 NA
2 &TV HD
General
Entertainment
(Hindi)
Star Plus HD, Colors HD, Sony HD, Life OK
HD and similar channels 1 to 5 6 to 7 NA
3 Zee Cinema
HD Movies (Hindi) Star Gold HD, MAX HD and similar channels 1 to 2 3 to 4 NA
4 &Pictures HD Movies (Hindi) Star Gold HD, MAX HD and similar channels 1 to 3 4 to 5 NA
5 Zee Café HD
General
Entertainment
(English)
Star World HD, Star World Premier HD,
Comedy Central HD, AXN HD, Colors Infinity
HD and similar channels
1 to 2 3 to 4 5 to 6
6 &flix HD Movies (English)
Star Movies HD, PIX HD, Movies Now HD,
MN+ HD, Romedy Now HD and similar
channels
1 to 2 3 to 4 5 to 6
NA – Not Applicable
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Table – F
HD LCN Incentive
Sl. No. LCN Placement Incentives for HD
Channels
1 HD Slab 1 30%
2 HD Slab 2 28%
3 HD Slab 3 24%
a.) In the event that the MSO, for any reason whatsoever, fails to place any of the HD Channel(s)
as per the defined HD Slabs in Table F above, during any day of the month and MSO is not
able to restore the channels in the defined HD Slabs within 3 days from the date of receipt of
intimation from the ZEEL (“Cure Period”), then the HD LCN Incentive for such HD channels
will be withdrawn for that particular month.
b.) However, in event MSO who had placed a certain HD Channel in committed HD Slab, for any
reason whatsoever, fails to place the said HD Channel in the committed HD Slab but places the
HD Channel in lower HD Slab, even for one day in any month during the Term, then for that
entire concerned month the MSO shall be eligible for Incentive for that said HD Channel as per
lower HD Slab. For e.g. if a MSO has committed to place Zee Café HD in HD Slab – 1 but
places the said channel in HD Slab – 2 for one day, the incentive for that said month for the
MSO shall be 28% instead of 30% for Zee Café HD.
Illustration:
Calculation of LCN Incentive for the MSO:
If an MSO places a Channel, say &flix HD, in the first two LCN sequential
position in the Movies (English) genre, the LCN Incentive of 'Slab 1' will be
applicable for said channel. If such an MSO has a sub base of more than 2
million and opts for 6 Zee Group HD Channels, then the incentives will
work out as follows:
RIO Rate of &flix HD (in Rs.) 30.00
HD Subscriber Base Incentive (as per Clause 4.1) 9%
HD Channel Count Incentive (as per Clause 4.2) 18%
HD LCN Incentive (as per Clause 4.5) 30%
HD Channel(s) Penetration Incentive (as per Clause 4.3) 24%
Prompt Payment Incentive (as per Clause 4.6) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6%
Cumulative Incentive 83.4%
Net Rate of &flix HD after availing Incentives (in Rs.) 4.98
However, if the MSO places &flix HD in the LCN sequential position 3, it
will fall under the HD LCN Incentive category of 'LCN Slab 2'
RIO Rate of &flix HD (in Rs.) 30.00
HD Subscriber Base Incentive (as per Clause 4.1) 9%
HD Channel Count Incentive (as per Clause 4.2) 18%
HD LCN Incentive (as per Clause 4.5) 28%
HD Channel(s) Penetration Incentive (as per Clause 4.3) 24%
Prompt Payment Incentive (as per Clause 4.6) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6%
Cumulative Incentive 81.4%
Net Rate of &flix HD after availing Incentives (in Rs.) 5.58
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4.6 Prompt Payment Incentive: Prompt Payment Incentive shall mean an incentive available to MSO
on the basis of prompt payment of Monthly License Fee by the MSO on or before the Due Date
(i.e. paid on or before 30th Day of the immediately succeeding month).
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Table – G
Prompt Payment Incentive
Payment of Monthly License Fee by MSO Prompt Payment Incentive
Paid on or before Due Date 1.8%
Illustration
Calculation of Prompt Payment Incentive for the MSO:
If the MSO makes the payment of Monthly Licence Fee on or before the
Due Date, then the incentive for Zee Café HD will be calculated as follows
RIO Rate of Zee Café HD (in Rs.) 30.00
HD Subscriber Base Incentive (as per Clause 4.1) 9%
HD Channel Count Incentive (as per Clause 4.2) 18%
HD LCN Incentive (as per Clause 4.5) 30%
HD Channel(s) Penetration Incentive (as per Clause 4.3) 24%
Prompt Payment Incentive (as per Clause 4.6) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6%
Cumulative Incentive 83.4%
Net Rate of Zee Café HD after availing Incentives (in Rs.) 4.98
However, if the MSO defaults on the payment of Monthly Licence Fee, then
in the incentive for Zee Café HD will be calculated as follows
RIO Rate of Zee Café HD (in Rs.) 30.00
HD Subscriber Base Incentive (as per Clause 4.1) 9%
HD Channel Count Incentive (as per Clause 4.2) 18%
HD LCN Incentive (as per Clause 4.5) 30%
HD Channel(s) Penetration Incentive (as per Clause 4.3) 24%
Prompt Payment Incentive (as per Clause 4.6) 0%
Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6%
Cumulative Incentive 81.6%
Net Rate of Zee Café HD after availing Incentives (in Rs.) 5.52
4.7 Prompt Subscriber Report Submission Incentive: Prompt Subscriber Report Submission
Incentive shall mean an incentive available to MSO for prompt submission of monthly subscriber
reports for HD Channel(s). MSO shall be entitled to avail the Prompt Subscriber Report Submission
Incentive in event it submits the monthly subscriber report in the prescribed format as set out in
Annexure XI within 7 days of the immediately succeeding month. For e.g. MSO shall be entitled to
avail to Prompt Subscriber Report Submission Incentive for the month of October 2018 if it submits the
monthly subscriber report on or before 7th November 2018.
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Table – H
Prompt Subscriber Report Submission Incentive
Subscriber Report Submitted by MSO Prompt Subscriber Report Submission
Incentive
On or Before the 7th day of the immediately
succeeding month 0.6%
Illustration
Calculation of Prompt Subscription Report Submission Incentive for the MSO:
If the MSO submits the monthly subscriber report in the prescribed format
on or before the 7th day of the immediately following month, then the
incentive for Zee Café HD will be calculated as follows
RIO Rate of Zee Café HD (in Rs) 30.00
HD Subscriber Base Incentive (as per Clause 4.1) 9%
HD Channel Count Incentive (as per Clause 4.2) 18%
HD LCN Incentive (as per Clause 4.5) 30%
HD Channel(s) Penetration Incentive (as per Clause 4.3) 24%
Prompt Payment Incentive (as per Clause 4.6) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6%
Cumulative Incentive 83.4%
Net Rate of Zee Café HD after availing Incentives (in
Rs.) 4.98
However, if the MSO fails to submit the monthly subscriber report in the
prescribed format on or before the 7th day of the immediately following
month, then the incentive for Zee Café HD will be calculated as follows
RIO Rate of Zee Café HD (in Rs) 30.00
HD Subscriber Base Incentive (as per Clause 4.1) 9%
HD Channel Count Incentive (as per Clause 4.2) 18%
HD LCN Incentive (as per Clause 4.5) 30%
HD Channel(s) Penetration Incentive (as per Clause 4.3) 24%
Prompt Payment Incentive (as per Clause 4.6) 1.8%
Prompt Subscriber Report Incentive (as per Clause 4.7) 0%
Cumulative Incentive 82.8%
Effective Rate for &flix (in Rs.) 5.16
5. Reports
5.1 In order to be eligible for the Incentives, the MSO shall provide ZEEL along with the Subscriber
Report referred to in this Agreement (i) Subscriber Base Report as set out in ANNEXURE – XI of
this Agreement (“Subscriber Base Report”), (ii) LCN Report in the form set out in ANNEXURE
XI to this Agreement (“LCN Report”), (iii) Channel Count Report in the form set out in
ANNEXURE – XI (“Channel Count Report”), (iv) Penetration Report in the form set out in
ANNEXURE – XI to this Agreement (“Penetration Report”).
6. Subscriber Records, Access and Audit: ZEEL shall during the Audit referred to in Clause 14 of
this Agreement, be entitled to access the Records, SMS, CAS and related systems of the MSO in
order to determine the correctness of the Subscriber Base, LCN, Channel Count and Penetration
Report referred to in clause 5.1 of this ANNEXURE - VI above.
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7. License Fee: (i) The License Fee shall be calculated in the manner set out in ANNEXURE – VII
of this Agreement. The aggregate incentives applicable to an MSO shall be the sum of all the
Incentives set out in Table A, B, C, D, F, G, and H for which the MSO has qualified (“Aggregate
Incentive”) and the A-la-Carte rate specified in ANNEXURE - II shall be reduced to the extent of
the Aggregate Incentive.
(ii) For MSO opting for HD Scheme, further incentive would be provided for calculation of
License Fee under Incentive Scheme on Bouquet of SD Channel(s). Subject to the compliance of
all the applicable conditions of the opted Incentive Scheme(s) for SD and HD Channel(s) including
but not limited to the penetration stipulations, a discount will be provided to the MSO for the HD
Channels as follows:
(a) for four HD Channels – discount of Rs. 4/-
(b) for five HD Channels – discount of Rs. 5/-
(c) for six HD Channels – discount of Rs. 6/-
The above discount will be applicable on the Net Rate after availing all the Incentives under the
‘Incentive Scheme on Bouquet Rates for SD Channels’. For avoidance of doubt it is hereby
clarified that the aforementioned discount will only be calculated for the number of subscribers
availing both set of SD and HD Channels.
8. ZEEL is offering the following two (2) Incentive Schemes:
(i) Incentive on Bouquet Rate of Standard Definition (SD) Channel as detailed in ANNEXURE
– V; and
(ii) Incentive Scheme on High Definition (HD) Channels as detailed in ANNEXURE - VI
All the above mentioned schemes are governed by the conditions detailed in the respective
Annexures as mentioned above and are self-contained and mutually exclusive. It is clarified that
save as provided in the respective Incentive Schemes, the provisions of one Incentive Scheme
cannot be combined with another Incentive Scheme.
9. ZEEL reserves the right to amend, modify, alter, change, substitute, withdraw, add any of the terms
and conditions of any the Incentive Schemes at its sole discretion. In addition, ZEEL at sole
discretion in the event, during the Term, (i) ZEEL launches a New Channel, or (ii) in case of a
Removed Channel, or (iii) in case of a Converted Channel. For the avoidance of doubt, it is clarified
that a reference to a New Channel in this Annexure and/ or the Agreement includes any additional
channels (whether by way of a new launch, acquisition of any existing channel or otherwise),
distributed by ZEEL and/ or its current or future subsidiaries, and in such an event ZEEL shall have
the right to withdraw and/ or modify this Annexure and/ or the Incentives set out herein in its sole
discretion.
*****
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ANNEXURE – VII
I. Calculation License Fee:
(i) For each month or part thereof during the Term of the agreement, the MSO shall pay to ZEEL
the Monthly Licence Fee which shall be the A-la-Carte Rate of Zee Group Channel(s)
multiplied by the Monthly Average Subscriber Level.
(ii) The A-la-Carte Rate per Subscriber of Zee Group Channels is set out in ANNEXURE - II and
Bouquet Rate is set out in ANNEXURE III to this RIO. The rates mentioned in the
ANNEXURE - II & ANNEXURE - III to this RIO, as referred to above, are exclusive of all
taxes and levies.
(iii) The “Monthly Average Subscriber Level” is equal to the sum of the number of subscribers on
the first and last day of the month in question divided by two.
(iv) For the purpose of calculation of the Monthly License Fee payable “Subscriber” means, for any
calendar month, each Set Top Box, which is availing the Zee Group Channel(s) through the
MSO.
(v) The Opening number of subscribers of a particular Month shall be equal to the Closing number
of subscribers of the previous Month of the said particular Month.
1. Calculation of Monthly License Fee where MSO does not avail any Incentive Scheme:
(a) In case MSO avails one or more or all Zee Group SD Channels on A-la-Carte rate basis:
(i) If the MSO is providing the channels on A-la-Carte basis to its subscribers, the Monthly
License Fee for such A-la-Carte channels shall be equal to the A-la-Carte rate as set out in
the ANNEXURE - II multiplied by the number of Monthly Average Subscriber Level
availing the channels on A-la-Carte basis.
(ii) If the MSO does not offer such opted A-la-Carte channel(s) as A-la-Carte to its subscriber
but offers the A-la-Carte channel (s) in packages, then the payment for each of the A-la-
Carte channels, shall be calculated on the basis of subscriber base of the package in which
such opted ala carte channel has been placed multiplied by A-la-Carte Rate of the Channel.
(b) In case MSO avails one or more Bouquet(s) of Zee Group SD Channel(s):
(i) If the multi system operator is providing the Bouquet(s) as a whole to its subscribers, the
Monthly License Fee for such Bouquet(s) shall be equal to the Bouquet rate as set out in
the ANNEXURE - III multiplied by the number of Monthly Average Subscriber Level
availing the Bouquet(s).
(ii) If the multi system operator does not offer such opted bouquet(s) as a whole to its subscriber
but offers only certain channels comprised in such bouquet or packages the channels
comprised in such opted bouquet in a manner resulting in different subscriber base for
different channels comprised in such opted bouquet, then the payment for such entire opted
bouquet by the MSO, shall be calculated on the basis of subscriber base for the channel
which has highest subscriber base amongst the channels comprised in the bouquet.
(c) In case a MSO avails one or more Zee Group SD Channels on A-la-Carte Rate basis and
also opts for different Bouquet(s) of Zee Group SD Channel(s) not comprising of the SD
Page 84 of 109
Channels opted on A-la-Carte basis:
(i) For bouquet(s), the monthly license fee shall be calculated on the basis of sub clause (b)
above.
(ii) For ala carte channels, the monthly license fee shall be calculated on the basis of sub clause
(a) above.
(d) In case MSO avails one or more or all Zee Group HD Channels on A-la-Carte rate
basis:
(i) If the MSO is providing the HD channels on A-la-Carte basis to its subscribers, the Monthly
License Fee for such HD A-la-Carte channels shall be equal to the HD A-la-Carte rate as
set out in the ANNEXURE – II (PART II) multiplied by the number of Monthly Average
Subscriber Level availing the HD channels on A-la-Carte basis.
(ii) If the MSO does not offer such opted HD A-la-Carte channel(s) as A-la-Carte to its
subscriber but offers the HD A-la-Carte channel (s) in packages, then the payment for each
of the HD A-la-Carte channels, shall be calculated on the basis of subscriber base of the
package in which such opted HD A-la-Carte channel has been placed multiplied by A-la-
Carte Rate of the HD Channel as set out in ANNEXURE – II (PART II)
2. Calculation of Monthly License Fee where MSO avails any of the Incentive Scheme:
(a) In event MSO avails and fulfils all the laid down conditions of Incentive Scheme on
Bouquet Rate of Standard Definition (SD) Channel as per ANNEXURE – V:
MSO shall be liable to pay the License Fee as calculated herein below:
(i) If the multi system operator is providing the Bouquet(s) as a whole to its subscribers, the
Monthly License Fee for such Bouquet(s) shall be equal to the Incentivised Bouquet rate
as set out in the ANNEXURE - V multiplied by the number of Monthly Average Subscriber
Level availing the Bouquet(s).
(ii) If the multi system operator does not offer such opted bouquet(s) as a whole to its subscriber
but offers only certain channels comprised in such bouquet or packages the channels
comprised in such opted bouquet in a manner resulting in different subscriber base for
different channels comprised in such opted bouquet, then the payment for such entire opted
bouquet by the MSO, shall be calculated on the basis of subscriber base for the channel
which has highest subscriber base amongst the channels comprised in the bouquet
multiplied by Incentivised Bouquet Rate as set out in the ANNEXURE – V.
Incentivised Bouquet Rate = (Rate of the Bouquet(s) availed) X (100% – Cumulative
Incentive Percentage for that particular Bouquet based on the incentive parameters
qualified by MSO as set out in ANNEXURE – V)
(b) In event MSO avails and fulfils all the laid down conditions of Incentive Scheme on HD
Channels as per ANNEXURE – VI:
(i) If the MSO is providing the HD channels on A-la-Carte basis to its subscribers, the
Monthly License Fee for such HD channels shall be equal to the Incentivised A-la-
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Carte for HD Channel rate as set out in the ANNEXURE - VI multiplied by the number
of Monthly Average Subscriber Level availing the HD channel(s) on A-la-Carte basis.
(ii) If the MSO does not offer such opted HD channel(s) as A-la-Carte to its subscriber but
offers the HD channel (s) in packages, then the payment for each of the HD channels,
shall be calculated on the basis of subscriber base of the package in which such opted
HD channel has been placed multiplied by the Incentivised A-la-Carte Rate of HD
Channel as set out in ANNEXURE – VI.
Incentivised Rate of a HD Channel = (A-la-Carte Rate of the HD Channel(s) availed)
X (100% – Cumulative Incentive Percentage for that particular HD channel based on
the incentive parameters qualified by MSO as set out in ANNEXURE – VI)
3. In the event the MSO avails any of the Channels on A-la-carte or Bouquet basis or avails at its
sole discretion for any of the Incentive Scheme(s) of ZEEL, and activates the Channel(s) for
any month or part thereof, the calculation of Subscriber base for such Channel(s) shall be based
on the total number of subscribers subscribing to all such bouquets offered by the MSO to the
subscribers, that offer such Channel for the whole month irrespective of the fact whether the
Channel is activated or deactivated. Further, the calculation will be on the calendar month basis
and if the activation of such Channels, as part of bouquet or a-la-carte, spill over to the next
calendar month, the total subscribers for such will be counted for both the months.
4. In case the MSO operates through any of its Joint Venture/affiliate/associate Network(s) in
different parts of the Cities/Country then it shall be the sole responsibility and obligation of the
MSO to clear all the accumulated arrears/dues which are not paid by any such Joint
Venture/affiliate/associate entities to ZEEL. Further it is also agreed by MSO that any other
Independent Affiliate taken over by MSO during the term of this Agreement shall be treated as
JVs and MSO shall be liable to make additional payment for such JVs acquired during the term
of this Agreement.
5. Payment of the License Fee shall be subject to deduction of any withholding tax/ TDS in
accordance with the provisions of the Indian Income Tax Act, 1961, as amended from time to
time.
6. In the event the MSO fails to pay the License Fees and/ or, upon expiry of, or termination of
the Agreement, ZEEL shall be entitled to take back the possession of the Equipment from the
MSO, its sub operators and their respective Affiliates and deactivate the Viewing Card(s). Upon
return of the Equipment in proper working condition by the MSO, the IRD Deposit shall be
refunded to the MSO. In the event, the MSO fails to return the Equipment to ZEEL, the MSO
shall be liable to pay a sum of Rs.1,000/- per day per IRD to ZEEL for the period during which
the default continues. In case the MSO returns the IRD, but the Viewing Card and remote
(where applicable) are damaged or missing, then the MSO shall be liable to pay to ZEEL such
charges as may be determined by ZEEL. ZEEL shall be authorized to deduct the cost of
damages from the IRD Deposit.
7. All payments from the MSO to ZEEL under this Agreement shall be paid either by (i) Demand
Draft in favour of Zee Entertainment Enterprises Limited– A/C ZEE CHANNELS payable at
its head office or any other place that may be specified by ZEEL in writing from time to time;
or (ii) electronic wire transfer into ZEEL’s Bank Account, accompanied by documentary
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evidence certified by the MSO’s bank that the payment has been transferred to ZEEL’s Bank
Account.
II. Payment Terms
The Monthly License Fee shall be paid every month by the MSO by 30th day of the immediately
succeeding month (Due Date) as per the invoice raised by ZEEL on the basis of subscriber
report of the MSO for the concerned Month without any deduction except deduction of
withholding tax/ TDS as provided in this RIO. For e.g. Monthly License Fee for the month of
October 2018 shall be paid on or before 30th November 2018.
Within seven days of end of each month, the MSO shall provide daily opening and closing
number of subscribers along with the other reports for that month in the format(s) set - out in
ANNEXURE- XI attached herewith, based on which ZEEL shall raise an invoice on the MSO.
In case the MSO fails to send the report within the said period of seven days, ZEEL shall have
the right to raise a provisional invoice (“Provisional Invoice”) for the Monthly License Fee
based on the last Report or the last month’s invoice or on the basis of the Incentive Scheme if
any opted by the MSO - whichever is higher and the MSO shall be under an obligation to pay
the license fee on the basis of such provisional invoice in accordance with the terms of this
clause. On receipt of the report from the MSO, the parties would conduct reconciliation between
the provisional invoice raised by ZEEL and the report(s) sent by the MSO.
In case of default by the MSO on account of non-submission of Reports for more than two (2)
consecutive months, it shall be deemed to be a material breach and entitle ZEEL to initiate
appropriate steps for termination of this Agreement for material breach of this Agreement. In
such an event ZEEL shall have an option to levy an additional charge for said material breach
whereby the MSO shall be liable to pay to ZEEL an amount equivalent to previous three
months’ invoice amount towards Monthly Fee as additional charge for every such default, in
addition to the Provisional Invoice amount raised for Monthly Fee for non-submission of
Report.
The MSO shall be required to make payments by the Due Date in accordance with the terms
hereof, and any failure to do so on the part of the MSO shall constitute a material breach
hereunder. Late payments shall also attract interest calculated from the date the payment was
due until the date the payment is made in full at a pro rata monthly rate of 1.5%. “Default
Interest Rate” The imposition and collection of interest on late payments does not constitute a
waiver of the MSO’s obligation to pay the License Fee by the Due Date, and ZEEL shall retain
all of its other rights and remedies under the Agreement.
MSO shall make payment of the License Fee as per the terms of this Agreement without making
any deductions or adjustments on whatsoever account including but not limited to any other
alleged due claimed by the MSO from ZEEL, its affiliated companies (including any subsidiary
and or associate entities of ZEEL), channel owners and/or Service Providers.
All Licence Fee payments hereunder are exclusive of all applicable taxes including goods and
services tax and other such taxes. All such applicable taxes shall be at MSO’s cost and will be
charged at the prevailing rates by ZEEL to the MSO.
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If payment of the Licence Fee is subject to deduction of any withholding tax/ TDS in accordance
with the provisions of the Indian Income Tax Act 1961, as amended, the MSO shall provide tax
withholding certificates to ZEEL within such period as has been specified in the Income Tax
Act/ Rules/ Notifications/ Circulars issued thereunder.
It is explicitly made clear that in the event of any dispute including but not limited to
commercial terms, incentive parameters etc. arising out of the agreement, the MSO shall
continue to make the payment of license fee at the Rate specified in Clause 9 of the RIO till
such time the dispute is resolved. Appropriate adjustment in this regard shall be made by the
respective parties on final adjudication of the dispute.
*****
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ANNEXURE – VIII
(I) DETAILS OF CERTIFICATE / REGISTRATION ISSUED BY MINISTRY OF
INFORMATION AND BROADCASTING TO OPERATE IN DAS AREA UNDER THE
CABLE TELEVISION NETWORKS (REGULATION) ACT, 1995, AS AMENDED
Address (as on DAS License) –
(II) A DETAILS OF INTEGRATED RECEIVER DECODERS (IRD’s).
Address of location of CAS & SMS –_______________________________________________
Address for locating equipment (IRDs)- _____________________________________________
Sr.
No Channel STB Number VC Number
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
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26
27
28
29
30
31
32
33
34
35
36
37
(II) B DETAILS OF INTEGRATED RECEIVER DECODERS (IRD’s).
Address of location of CAS & SMS –_____________________________________________
Address for locating equipment (IRDs)- __________________________________________
Sr.
No Channel STB Number VC Number
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
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19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
(III) All sub-operators and cable operators of the MSO as on the effective date of the Agreement
through whom the Subscribers shall receive the Service during the term of the Agreement is as
follows:
S.
No
Affiliate (if
applicable)
Sub-
Operator
Address and
contact details
Area Subscriber base
******
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ANNEXURE - IX
ZEEL’S SCOPE OF AUDIT
I. Head End Audit MSO should provide Complete Accurate Schematic Diagram of their Head
End, Earth Stations, Systems and Processes for Audit and Auditing Purpose.
• MSO to submit & confirm the no. of MUX’s (Multiplexer Units) installed with active TS
(Transport Stream) outputs. This should include physical audit of head end, earth station
and analysis of TS stream from the Mux.
• All TS from MUX should be encrypted for the territory.
• MSO to ensure that his Network Watermark logo is inserted on all Pay Channels at encoder
end only.
II. CAS Audit: MSO to provide all below information correctly: Make & version of CAS installed
at Head End.
• CA system certificate to be provided by MSO.
• CAS version installed should not have any history of hacking, certificate from CAS
vendor required.
• CAS system should support at least 1 million subscribers. CAS vendor should provide
certificate.
• CAS should be able to generate log of all activities i.e. activation/deactivation/FP/OSD.
• CAS should be able to generate active/deactivate report Channel wise or Bouquet /
Subscriber Package wise.
• STB’s & cards to be uniquely paired from MSO before distributing box down the line.
• MSO to declare by undertaking the no of encryptions CAS/SMS he is using at the head
end and in future if he is integrating any additional CAS/SMS same should be notified
to ZEEL by means of a fresh undertaking.
• Reconciliation of CAS database (active cards, service wise and Bouquet / Subscriber
Package wise) with SMS database to be provided by MSO. CAS vendor required to
certified reconciliation of data.
• No activation / deactivation from direct CAS system, it must be routed via SMS client
only.
• MSO should provide CAS vendor certified copies of active/deactivate channel
wise/product wise report &Bouquet/Subscriber Package/ product report during audit
period.
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• CA system should have the capability of providing history of all actions taken for last
2 years.
III. SMS Audit: All product authorization must be from SMS only.
• SMS and CAS should be fully integrated.
• The SMS should be computerized and capable to record the vital information and data
concerning the subscribers such as:
▪ Unique Customer Id
▪ Subscription Contract number
▪ Name of the subscriber
▪ Billing Address
▪ Installation Address
▪ Landline telephone number
▪ Mobile telephone number
▪ Email id
▪ A – la carte Channels or Bouquet / Subscriber Packagesubscribed to
▪ Unique STB Number
▪ Unique VC Number
• The SMS should be able to undertake the viewing and printing historical data in terms
of the activations, deactivations etc.
• Location of each and every set top box VC unit
• The SMS should be capable of giving the reporting at any desired time about:
▪ The total no subscribers authorized
▪ The total no of subscribers on the network
▪ The total no of subscribers subscribing to a particular service at any particular
date.
▪ The details of channels opted by subscriber on A-la-carte basis.
▪ The Bouquet / Subscriber Packagewise details of the channels in the Bouquet
/ Subscriber Package.
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▪ The Bouquet / Subscriber Package wise subscriber numbers.
▪ The ageing of the subscriber on the particular channel or Bouquet / Subscriber
Package
▪ The history of all the above mentioned data for the period of the last 2 years
1. Following parameter should be validated during the audit
i. Review Complete Network Diagram
ii. Undertaking from Operators for all SMS and CAS installed at Head end – issue of
Multiple CAS / SMS
iii. Certificate from CAS provider for details of CA ID, Service ID, N/w ID, version and
no. of instances installed. Also confirmation with respect to history of hacking
iv. Check the number of MUX’s installed with active TS outputs. Also whether all TS
from MUX are encrypted.
v. Review whether Live diagram / fiber details of network are captured in SMS system
vi. To check if MSO specific coding / ID is available for Finger Printing
vii. Confirm whether watermarking network logo for all pay channels are inserted at
encoder end only
viii. Review the controls deployed to ensure integrity and reliability of the reports such as
logs, access controls, time stamp etc.
ix. Review the Subscriber parameters which are captured in the SMS and validate if
following parameters are present for subscriber
▪ Unique Subscriber ID
▪ Subscriber Contract Details – No, Term, Date, Name, Address & contact
details
▪ Hardware details
x. Review the subscriber’s activation/ de-activation history in the SMS system
xi. Validate if the SMS is integrated with CAS.
xii. Review if all the active and de-active STBs are synchronized in both SMS and CAS.
xiii. Validate if independent logs/report can be generation for active and de-active VCs with
the product/channels active in both SMS & CAS.
xiv. Review if the system supports the Finger Printing and OSD features at Box level,
Customer account level as well as Global level.
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xv. Validate if all the STBs are individually addressable from the System and are paired
with the viewing cards.
xvi. Review the Electronic Programming Guide to check LCN/CDN and genre of all
Channels
xvii. Review the various packages programmed in the Systems with respect to the subscriber
reports submitted to ZEEL/ Aggregators.
xviii. Extraction and Examination of System Generated reports, statistics, data bases, etc.
pertaining to the various Bouquets, Subscriber Package, Channel availability, bouquet
/ Subscriber Package composition, rates,
xix. Review of the following reports are supported by SMS and CAS.
a. Total no of Subscribers – active & de-active separately
b. De-active subscribers with ageing
c. Channel wise Subscribers - total
d. Channel wise Subscribers – split by Bouquet / Subscriber Package
e. Revenue by Bouquet, Subscriber Package or A-la-carte Channel
f. Subscriber/Revenue Reports by State/City
g. No of Bouquets / Subscriber Package offered
h. List of Channels / rates of each Bouquet / Subscriber Package
i. Rate Card Options offered / Attached with active Subscribers
j. Historical data reports
k. Free / demo Subscribers details
l. Exception cases – active only in SMS or CAS
IV. STB Audit: All STB should be individually paired in advance with unique smart card at central
warehouse of MSO before handing down the line distribution.
• MSO to provide details of manufacturers of STB’s being used / to be used by him
(OS/Software, memory capacity, zapping time). All STBs must be secure chipset with
chipset pairing mandatory.
• MSO should provide one set of all type/model of boxes for testing and monitoring
purpose.
• All STBs used by MSO’s should be certified by their CAS vendor.
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• Forensic watermarking to be implemented on the MSO headend & STBs.
• ECM/EMM base Forced messaging full screen and ticker mode should be available.
• All the STBs should have embedded Conditional Access.
• The STB should be capable of doing Finger printing. The STB should support both
Entitlement Control Message (ECM) & Entitlement Management Message (EMM)
based fingerprinting.
• The STB should be individually addressable from the Head end.
• The messaging character length should be minimum of 120 characters.
• There should be provision for the global messaging, group messaging and the
individual STB messaging.
• The STB should have forced messaging capability.
• The STB must be BIS compliant.
• The STB must have secure chip set with mandatory pairing.
• There should be a system in place to secure content between decryption &
decompression within the STB.
• The STBs should be addressable over the air to facilitate Over The Air (OTA) software
upgrade.
• The STB outputs should have the following copy protections
i. Macro vision 7 or better on Composite video output.
ii. Macro vision 7 or better on the Component Video output.
iii. HDCP copy protection on the HDMI & DVI output.
iv. DTCP copy protection on the IP, USB, 1394 ports or any applicable output
ports.
• Types of boxes launched / to be launched:
▪ Vanilla STB
▪ DVR STB
▪ Others (please specify)
• Please furnish STB details as following:
▪ Open Standards or Proprietary?
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▪ Audio Video and Data I/O Configuration?
▪ Local Storage?
▪ Smarts Card?
▪ PVR Functionality?
▪ Tamper Resistance?
▪ I/O Copy Protection? Please provide the details.
▪ I/O Interface to Other Devices?
• Are the STB’s interoperable?
• DVR / PVR STB should be compliance of following;
▪ Content should get recorded along with FP/watermarking/OSD & also should
display live FP during play out.
▪ Recorded content should be encrypted & not play on any other devices.
▪ Content should get record along with entitlements and play out only if current
entitlement of that channel is active.
▪ User should not have access to install third party application/software.
• Does the Set Top Box support any type of interactive middleware? Please describe.
V. Distribution Network Audit: MSO should provide below information in detail:
• Fiber network and PIT information on Geo Map.
• Service area to be defined.
VI. Anti-Piracy Measure: Use of any device or software should not invalidate the fingerprinting.
• The OVERT Finger Printing should not be removable by pressing any key from the
remote.
• The OVERT Finger printing should be on the top most layer of the video.
• The Finger printing should be such that it can identify the unique STB number or the
unique Viewing Card (VC) number.
• The Finger printing should appear on all the screens of the STB, such as Menu, EPG
etc.
• The location of the Finger printing should be changeable from the Head end and should
be random on the viewing device.
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• The Finger printing should be possible on global as well as on the individual STB basis.
• The Overt finger printing and On screen display (OSD) messages of the respective
Company should be displayed by the MSO without any alteration with regard to the
time, location, duration and frequency.
• Covert finger printing should be available.
• No common interface Customer Premises Equipment (CPE) to be used.
• The STB should have a provision that OSD is never disabled.
VII. Commercial Audit*1. Provide system generated Channel-wise and Bouquet / Subscriber
Package-wise reports of channels for the platform in a non-editable format.
2. Understand/ Verify the Customer Life Cycle Management process by performing a
walkthrough of the following processes and their underlying systems
• Customer acquisition
• Provisioning of the subscriber in authentication, billing and SMS system
• Bouquet / Subscriber Package change request process
• Customer Retention process, if any
• Deactivation and churn process
3. Understand/ verify the various Bouquets / Subscriber Package being offered to customers
• Obtain details of all approved Bouquets / Subscriber Package and add on which are
being offered to customers
• Interactions with the Operator’s marketing and sales team on how the various channels
are being marketed
• Any special marketing schemes or promotions
• Details of the consumers subscribing to the various Bouquets / Subscriber Package,
including ‘demo’/ free/ complimentary/ testing/ promotional subscribers
4. Understand the declaration report generation process by performing a walkthrough of processes
and underlying systems (to understand completeness and accuracy of subscriber report
generation process):
• Generation of reports for subscriber declaration for Channels or Bouquets /
Subscriber Package
• Any reconciliations / checks /adjustments carried out before sending the declarations
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5. Analyze declaration reports on a sample basis:
• Reconciling the declaration figures with base data from various systems (SMS /
Provisioning / Billing and Authentication systems).
• Analyse the computation of average subscribers.
• Ascertain the average subscribers for a specific period on a sample basis by
generating a sample report for a given period in the presence of the
representative/auditors.
6. Analysis of the following:
• Input and change controls of customer data into SMS.
• SMS user access controls – authentication, authorization and logging.
• Analyze system logs to identify any significant changes or trail of changes made.
• Security controls over key databases and systems including not limiting to SMS,
Provisioning, authentication and billing systems.
• Review the system logic for the reports which are inputs to Broadcaster declarations.
• Channel allocation/fixation to a particular LCN/CDN.
• Mapping of subscriber id across the CRM and SMS billing system if the same is
different across the systems.
• Sample of activation and deactivation request logs.
• Opening and closing numbers of the active subscribers for sample months (report to
be taken in front of the auditors/ rep).
• Confirmation of the numbers in the middle of the month on a random chosen date(s)
(report to be taken in front of the auditors/ representatives of both parties).
• Live Demo of the queries being put in to the system to generate different reports.
• List of CAS and SMS used by Operator in DAS area. Incase more than one CAS
and SMS system is used by Operator, then understand and analyze how the two
markets are segregated, controlled, reported and invoiced.
• Similarly, list of head-ends of the operator providing services and for such head-
ends, understand and analyze how the two markets are segregated, controlled,
reported and invoiced.
In case of multiple CAS being used by MSO, to understand synchronization between multiple CAS and
SMS.
******
Page 99 of 109
ANNEXURE - X
SPECIFICATIONS FOR SET TOP BOXES (STBs), CONDITIONAL ACCESS
SYSTEM (CAS) & SUBSCRIBER MANAGEMENT SYSTEM (SMS)
A. STB Requirements:
1. All the STBs should have embedded Conditional Access.
2. The STB should be capable of decrypting the Conditional Access inserted by the Headend.
3. The STB should be capable of doing Finger printing. The STB should support both Entitlement
Control Message (ECM) & Entitlement Management Message (EMM) based fingerprinting.
4. The STB should be individually addressable from the Headend.
5. The STB should be able to take the messaging from the Headend.
6. The messaging character length should be minimal 120 characters.
7. There should be provision for the global messaging, group messaging and the individual STB
messaging.
8. The STB should have forced messaging capability.
9. The STB must be BIS compliant.
10. There should be a system in place to secure content between decryption & decompression
within the STB.
11. The STBs should be addressable over the air to facilitate Over The Air (OTA) software upgrade.
B. Fingerprinting Requirements:
1. The finger printing should not be removable by pressing any key on the remote.
2. The Finger printing should be on the top most layer of the video.
3. The Finger printing should be such that it can identify the unique STB number or the unique
Viewing Card (VC) number.
4. The Finger printing should appear on all the screens of the STB, such as Menu, EPG etc.
5. The location of the Finger printing should be changeable from the Headend and should be
random on the viewing device.
6. The Finger printing should be able to give the numbers of characters as to identify the unique
STB and/ or the VC.
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7. The Finger printing should be possible on global as well as on the individual STB basis.
8. The Overt finger printing and On screen display (OSD) messages of the respective broadcasters
should be displayed by the MSO/ LCO without any alteration with regard to the time, location,
duration and frequency.
9. No common interface Customer Premises Equipment (CPE) to be used.
10. The STB should have a provision that OSD is never disabled.
C. Conditional Access System (CAS) & Subscriber Management System (SMS)
Requirements:
1. The current version of the conditional access system should not have any history of the hacking.
2. The fingerprinting should not get invalidated by use of any device or software.
3. The STB & VC should be paired from head-end to ensure security.
4. The SMS and CA should be integrated for activation and deactivation process from SMS to be
simultaneously done through both the systems. Further, the CA system should be independently
capable of generating log of all activations and deactivations.
5. The CA company should be known to have capability of upgrading the CA in case of a known
incidence of the hacking.
6. The SMS & CAS should be capable of individually addressing subscribers, on a channel by
channel and STB by STB basis.
7. The SMS should be computerized and capable to record the vital information and data
concerning the subscribers such as:
a. Unique Customer Id
b. Subscription Contract no
c. Name of the subscriber
d. Billing Address
e. Installation Address
f. Landline no
g. Mobile No
h. Email id
i. Service/ Package subscribed to
j. Unique STB No
k. Unique VC No
8. The SMS should be able to undertake the:
a. Viewing and printing historical data in terms of the activations, deactivations etc.
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b. Location of each and every set top box/ VC unit
c. The SMS should be capable of giving the reporting at any desired time about:
i. The total no subscribers authorized
ii. The total no of subscribers on the network
iii. The total no of subscribers subscribing to a particular service at any particular date.
iv. The details of channels opted by subscriber on a-la carte basis.
v. The package wise details of the channels in the package.
vi. The package wise subscriber numbers.
vii. The ageing of the subscriber on the particular channel or package
viii. The history of all the above mentioned data for the period of the last 2 years
9. The SMS and CAS should be able to handle at least one million concurrent subscribers on the
system.
10. Both CA & SMS systems should be of reputed organization and should have been currently in
use by other pay television services that have an aggregate of at least one million subscribers
in the global pay TV market.
11. The CAS system provider should be able to provide monthly log of the activations on a
particular channel or on the particular package.
12. The SMS should be able to generate itemized billing such as content cost, rental of the
equipments, taxes etc.
13. The CA & SMS system suppliers should have the technical capability in India to be able to
maintain the system on 24x7 basis throughout the year.
14. CAS & SMS should have provision to tag and blacklist VC numbers and STB numbers that
have been involved in piracy in the past to ensure that the VC or the STB cannot be re-deployed.
D. HD Set-Top-Box Requirements:
1. The HD boxes shall be tamper resistant.
2. Security codes must be securely stored in the HD box.
3. There should not be any testing points or interfaces in the HD box provided to the Subscribers.
4. Security system in a HD box or otherwise must have the capability to detect clone devices.
5. HD box must enforce reasonable usages rules carried by the license.
6. The decryption and decoding processes must be integrated into a single process in the HD box.
7. The video path from decryption to video outputs must be secured.
8. PVR content is protected. Any set top box or HD box utilising built in PVRS’s shall employ an
encryption system for the storage of material that binds the material to that particular set top
box or HD box.
9. HD box shall have the ability to add finger printing in the video outputs (preferred in track
clone/compromised devices).
10. HD boxes shall have:
a. CGMS/A capability for analogue outputs;
b. HDCP capability for DVI and/or HDMI outputs; and
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c. DTCP capability for 1394, USB, Ethernet and/or other applicable outputs if provided.
11. Method of recording – External recording device i.e. pen drive/USB hard disk or internal hard
disk. All recording to be in encrypted form & can play out only if channel has entitlements.
12. DVR/PVR should record content along with all FP/OSD/watermarking.
13. The STB should have embedded CA & not have CAM slot.
******
Page 103 of 109
ANNEXURE – XI
REPORT FORMAT
A. Report Format in event MSO does not avail any of the Incentive Scheme
(For each City/ Area to be submitted separately)
Format for Monthly Report of Daily Count of Opening and Closing count of Subscribers for the month
of _____ 2018/19.
S. No. Particulars Daily
Package/Bouquet wise
(A) Name of Package//Bouquet
Name of
channels in each
of such Package/
Bouquet
Opening Subs Closing Subs
1
2
3
4
Total of (A)
(B) Name of Zee Group Channels offered on A-la
carte basis Opening Subs Closing Subs
1
2
3
Total of (B)
B. Reports to be submitted by MSO in event it avails the Incentive Scheme on Bouquet Rate of
SD Channels:
Part A: LCN & Parity Report
Sr. No.
Name of
Package
/
Bouquet
Name of
Channel Genre Language Channel LCN Number LCN Rank Parity Slab
Part B: Channel Penetration Report
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(i) Channel wise SMS report
Sr.
No.
Name of
Package /
Bouquet
Name of
Channel
in the
Bouquet /
Package
State Opening
Subscribers
Closing
Subscribers
Average
Subscribers
(ii) Channel wise SMS report (Basic Entry Package)
Sr.
No.
Name of
Package /
Bouquet
Name of
Channel in
the Bouquet /
Package
Basic Entry
Package /
Add-on
Packages
Opening
Subscribers
Closing
Subscribers
Average
Subscribers
Part C: Size of Operator Report
(i) Unique STB Count Report
Sr.
No.
Head end location
with address State
Opening
Subscribers
Closing
Subscribers
Average
subscribers
(ii) MSO Active Pay Subscriber Base Report
Sr. No. State Opening Subscribers Closing Subscribers Average subscribers
C. Reports to be submitted by MSO in event it avails the Incentive Scheme on A-la-Carte Rate
of HD Channel:
Part A: LCN & Parity Report
Sr. No.
Name of
HD
Channel
Genre Language HD Channel LCN Number LCN Rank Parity Slab
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Part B: Channel Penetration Report
(i) Channel wise SMS report
Sr.
No.
Name of HD
Channel State
Opening
Subscribers
Closing
Subscribers
Average
Subscribers
(ii) Channel wise SMS report (Basic Entry Package)
Sr.
No.
Name of HD
Channel
Basic Entry Package /
Add-on Packages
Opening
Subscribers
Closing
Subscribers
Average
Subscribers
Part C: Size of Operator Report
(iii) Unique STB Count Report
Sr.
No.
Head end location
with address State
Opening
Subscribers
Closing
Subscribers
Average
subscribers
(iv) MSO Active Pay Subscriber Base Report
Sr. No. State Opening Subscribers Closing Subscribers Average subscribers
******
Page 106 of 109
ANNEXURE XII
DECLARATION FORM TO BE OBTAINED FROM CAS PROVIDER
(ON THE CAS PROVIDER COMPANY’S LETTER HEAD)
TO WHOMSOEVER IT MAY CONCERN
This is to certify that M/s _________________________________________, having its Registered
office at __________________________________________ and having its DAS headend at
________________________________________ has installed Conditional Access System (CAS) of
our company for its digital cable network.
Date of CAS Installation: ________________ CAS Version: ______________________
CAS ID: ____________________________, NETWORK ID: ___________________
With respect to the CAS installed at above mentioned headend and in terms of Schedule 1 of the
TRAI (Digital Addressable Cable Television System) Notification dated 30 April 2012, we confirm
the following:
1. The current version of CAS does not have any history of hacking.
2. We have the capability of upgrading of CAS in case it gets hacked at any point of time.
3. The CAS is currently in use by other pay TV services providers including Multi System
Operators (MSOs) and it has an aggregate of at least One (1) million subscribers in the global
pay TV market.
4. The installed CAS has the capacity to handle at least One (1) million subscribers in the system.
5. We, the CAS system provider are able to provide monthly log of activation and deactivation on
a particular channel or on a particular Bouquet / Subscriber Package provided by the MSO to
its end subscribers.
6. We have the technical capability in India to maintain this CAS system on 24x7 basis throughout
the year.
7. This CAS installed is independently capable of generating log of all activations and
deactivations.
8. This CAS has the provision to tag and blacklist VC numbers and STB numbers that have been
involved in piracy in the past to ensure that the VC’s or the STB’s cannot be redeployed.
9. The installed CAS is capable of individually addressing subscriber’s choice of channel(s), on a
channel by channel and STB by STB basis.
10. This CAS installed has the capability to store history logs of all activations and deactivations
for the period of last 2 years for every channel and Bouquet/ Subscriber Package introduced
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and made available by the Multi System Operator to its last mile subscribers.
Please find enclosed sample log of all activations & deactivations of a particular channel generated
from the installed CAS system.
Thanking you,
For (CAS company name)
(Signature)
Name: ______________________
Designation: _______________________ (not below the level of COO or CEO or CTO)
Company seal:
******
Page 108 of 109
ANNEXURE – XIII
SMS DECLARATION FORM
(ON SMS PROVIDER COMPANY’S LETTER HEAD)
TO WHOMSOEVER IT MAY CONCERN
This is to certify that M/s __________________________________, having its Registered Office at
_____________________________________________ and having its DAS headend at
_________________ has installed SMS of our Company for its digital cable network. ____
Date of SMS Installation: _---------------------_____________________________________
SMS Version: ___----------------------___________________
With respect to the SMS installed at above mentioned headend and in terms of Schedule 1 of the
TRAI (Digital Addressable Cable Television System) Notification dated 30 April 2012, we confirm
the following:
1. The installed SMS is currently in use by other pay TV service providers including Multi
System Operators (MSOs) having an aggregate of at least One (1) million subscribers in the
global pay TV market.
2. The installed SMS has the capacity to handle at least One (1) million subscribers in the
system.
3. We have the technical capability in India to be able to maintain their system on 24 x 7 basis
throughout the year.
4. We, the SMS system provider are able to provide monthly log of activation and deactivation
on a particular channel or on a particular Bouquet / Subscriber Package which is or will be
provided by the MSO.
5. This SMS has the provision to tag and blacklist VC numbers and STB numbers that have been
involved in piracy in the past to ensure that the VC’s or the STB’s cannot be redeployed.
6. The installed SMS is capable of individually addressing subscriber’s choice, on a channel by
channel and STB by STB basis as well.
7. This installed SMS is independently capable of generating log of all activations and
deactivations.
8. This installed SMS has the capability to store history logs of all activations and deactivations
for the period of last two (2) years for every channel provided by the MSO.
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Please find enclosed sample log of all activations & deactivations of a particular channel generated
from the installed SMS system.
Thanking you,
For (SMS company name)
(Signature)
Name: ______________________
Designation: _______________________ (not below the level of COO or CEO or CTO)
Company seal:
******