Sky Broadband One Day Giveaway

This letter agreement (the “Agreement”) sets out the terms on which British Sky Broadcasting Limited (“Sky”) has agreed to supply Absolute (the “Promoter”) with the Prizes (as defined in clause 3) subject to the terms and conditions of this Agreement.

1. This Agreement will commence on 18th January 2012 and terminate subject to the termination rights in clause 15 on 20th January 2012 at midnight.

2. The Promoter will be supplied with the prizes set out below (the “Prizes”), to be given away as prizes in the Sky Broadband Unlimited promotion (the “Competition”). Where the Prizes are not Sky products and/or services they have been procured on your behalf from third party suppliers (Sky shall not be held liable for any claims arising from the supply of these Prizes). The Competition will be promoted on Absolute (the “Promotion”).

3. Prize:
1x package (on air) to include the following:
• 1 x 16GB ipad
• A 12 month subscription to Sky Broadband Unlimited (or Sky Connect if the winner is in an area outside Sky’s network area).
• Sky Line Rental for 12 months
• 1 x Sky World HD package including:
- Sky+HD box
- Standard set up
- 12 months subscription to Sky World and the HD pack.

4. The Promoter will be responsible for the administration and funding of the Competition (excluding the Prizes) (such Competition to be run during the Promotion only), including selection and notification of the winners. The Terms and Conditions at Annex 1 must be included alongside the Promoter’s own competition terms.

5. In the event the Terms and Conditions conflict with the Promoter’s competition terms, the Terms and Conditions shall prevail.

6. The Promoter will ensure that all entrants to the Competition are advised of the full Terms and Conditions and the Promoter’s terms before they enter the Competition and again before they accept a Prize. The Promoter will also ensure entrants are provided with a hard copy of the full Competition terms (including the Terms and Conditions) if so requested.

7. The Promoter will further ensure it directs all potential entrants to the location of the full Competition terms and conditions (including the Terms and Conditions) every time the Competition and/or Prizes are mentioned during the Promotion and will ensure the availability and eligibility restrictions of the prizes are highlighted during any promotion of the Competition.

8. The Promoter will be responsible for all administration and funding relating to the Promotion, the processing of any data supplied by entrants and compliance with all relevant laws, regulations and codes relating to sales promotions, advertising and data protection.

9. The Promoter will also ensure that there can be no doubt that it, and not Sky, is the promoter of the Promotion.

10. During the Promotion, unless otherwise agreed in advance with Sky, the Promoter will not run any promotions with Sky’s direct competitors, namely pay television broadcasters and/or providers.

11. Any logos, trademarks, stills, photographs or other materials (“Sky Materials”) for use in the Promotion are supplied by Sky on the basis that the Promoter will not, make use of them in any way that is derogatory, detrimental or hurtful to the Sky Materials or to Sky or for any purpose other than in relation to the Promotion and as approved by Sky in accordance with clause 13. No rights in or to Sky Materials supplied shall be transferred to the Promoter as a result of this Agreement except as set out in this clause.

12. The Promoter will provide Sky with a minimum of five (5) working days to approve all copy, design, on-air scripts and other Promotion material produced by the Promoter in so far as they reference the Prizes, Sky and/or any of Sky’s products or services, and the Promoter will include any terms or amendments in, or to, such materials as may be required by Sky. Failure by Sky to provide comments on the Promoter’s materials within this time period shall not be deemed acceptance of such materials.

13. Sky will not be liable if there is an error or omission in the promotion of any of the details of the Competition and/or Promotion or failure to adequately notify and inform the entrants to the Competition of the Terms and Conditions relating to the Prizes prior to entry.

14. The Promoter indemnifies and holds Sky, its affiliated companies and agents harmless from and against any and all claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable legal costs) arising from any:
(1) act, default, error, omission, negligence or breach of statutory duty;
(2) breach of the terms of this Agreement,
by the Promoter or its agents which relate to or emanate from the creation, publication or promotion of the Competition, and/or Promotion.

15. Sky may, at its sole discretion, immediately terminate this Agreement by giving twenty-four (24) hours written notice to the Promoter. The termination of this Agreement shall not affect the Promoter’s liability for antecedent breaches. Clauses 5, 8, 11, 12, 14, 15, 16 and 21 shall survive expiry or earlier termination of this Agreement.

16. This Agreement represents the entire agreement of the parties in relation to the Promotion and supersedes all earlier agreements (whether written or oral) between the parties in relation to the Promotion.

17. No variation of this Agreement shall be valid unless made in writing and signed by both parties.

18. Nothing in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between the parties.

19. A person that is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

20. This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales and
the parties agree to submit to the exclusive jurisdiction of the English courts.
Please acknowledge your acceptance of the terms of this Agreement by signing below and returning a copy of this letter to me at the address above. Any promotion by you, the Promoter, of the Competition and/or Promotion pending return by you of a signed copy of this Agreement will be deemed to be made under the terms of this Agreement.