CNBC Airtime Sales
EMEA
GENERAL TERMS & CONDITIONS
2009

These terms and conditions are incorporated into and made part of any agreement (referred to herein as the “Agreement”) relating to the placement by any advertiser (or agent on behalf of any advertiser) of advertisements for broadcast by CNBC.

1. INTERPRETATION

Words and phrases used in these conditions will, where the context allows, have the following meanings ascribed to them:

1.1 “Advertiser” is the person, firm or company whose products, goods or services are the subject matter of the Advertising Materials.

1.2 “Advertising Material or Advertisement(s)” is any advertising material including without limitation audio and/or visual material and copy proposed to be included in any advertisement to be supplied by the Advertiser or Agency for Transmission by CNBC and which shall have been fully cleared by the Advertiser and/or Agency in respect of all pertinent intellectual property rights and all relevant regulatory requirements.

1.3 “Agency” is the person, firm or company who selects and purchases advertising space or time on behalf of Advertisers and is jointly and severally responsible with the Advertiser for payments of accounts. The Agency is not an agent of CNBC.

1.4 “Agency Commission” is the commission payable to the Agency as set out under the Special Terms and Conditions.

1.5 “Airtime Fees” are the monies payable by the Client to CNBC as consideration for the Transmission of the Advertising Materials by CNBC in accordance with the current Rate Card or as otherwise set out in the Special Terms and Conditions.

1.6 “Booking(s)” shall mean the commitment entered into by the Client whereby the Placement and Transmission has been reserved by the Client.

1.7 “Client” means whichever of the Advertiser or the Agency enters into this Agreement with CNBC.

1.8 “Channel” means the television programme service currently known as “CNBC” which provides business and financial programming and information, advertisements and VBI transmissions including teletext, audio sub-carriers and announcements.

1.9 “CNBC” means Business News (Europe) Partnership whose principal place of business is at 10 Fleet Place, London EC4M 7QS.

1.10 “Codes” means CNBC’s programme standards and advertising standards and includes any codes, guidelines, rules or regulations regarding television advertising standards or practice issued by regulatory authorities in those countries and territories within the Satellite Footprint, as may from time to time be in force during the term of this Agreement.

1.11 “Contract Territory” means the place(s), state(s), country or continents as set out in the Special Terms and Conditions and accompanying Annex.

1.12 “Delivery Materials” shall consist of a single track (mono) and audio (preferably on track 1) DIGITAL BETA videotapes and shall comply with usual television broadcast technical standards and with the Technical Requirements as set out in the attached Annex and all necessary certificates and documentation confirming adherence to the relevant regulatory requirements such as BCAP.

1.13 “Gross Airtime Fees” means the total Airtime Fees payable by the Advertiser before any deductions which may be due to the Agency as set out in the Special Terms and Conditions.

1.14 “Media Plan” is the plan attached to the Special Terms and Conditions which details the duration and timings of the intended Transmission(s) of the Advertising Materials by CNBC.

1.15 “Net Airtime Fees” means the Gross Airtime Fees less the Agency Commission.

1.16 “Placement” means the times and dates which are agreed by CNBC for the Advertisement to be scheduled for Transmission.

1.17 “Rate Card” is the advertising rate card of CNBC and references in this Agreement to the current Rate Card shall mean that Rate Card and shall incorporate any changes in payment and/or charges and/or terms as may be issued by CNBC from time to time.

1.18 “Satellite Footprint” is the geographical reception area of the Channel signal serving the Contract Territory.

1.19 “Special Terms and Conditions” means the specific agreement, terms and conditions entered into between the Client and CNBC relating to the Placement of Advertisement(s).

1.20 “Technical Requirements” are those technical requirements as are issued by CNBC from time to time for the Advertising Material delivered by the Client to be transmitted by CNBC.

1.21 “Transmission Log” is the daily record maintained by CNBC which records the date, time and identity of programming, advertisements, and other materials transmitted as part of the Channel.

1.22 “Transmit” or “Transmission” for all purposes under this Agreement shall mean the sending of the Advertisement(s) from CNBC’s transmission suite and, by whatever means, its broadcast on the Channel to the relevant Contract Territory.

1.23 “Working Day” shall mean Monday to Friday inclusive, except any bank or public holiday in the UK.

2. APPROVAL OF ADVERTISING MATERIAL

2.1 Any and all Advertising Materials must be submitted in their final form to CNBC for approval prior to broadcast.

2.2 CNBC hereby reserves the right, and without incurring any liability to the Client therefor, to refuse to transmit any Advertisement without giving any reason for so declining. The Client shall not be liable to pay for any Advertisements which CNBC declines to transmit unless the Client is in breach of this Agreement.

3. DELIVERY OF ADVERTISING MATERIALS

3.1 The delivery of Advertising Materials is to be made by the Client (at its sole risk and expense) to CNBC at its offices at 10 Fleet Place, London EC4M 7QS not less than five (5) Working Days before the date of intended Transmission. CNBC shall have no obligation to accept late delivery of Advertising Materials. Delivery shall be deemed to have been made if the Technical Requirements have been met and the relevant Transmission instructions are given to and accepted by CNBC.

3.2 In no event shall CNBC be liable for any delay in delivery, loss or damage to any of the Advertising Materials.

3.3 If the Client fails to deliver the Advertising Materials as aforesaid it will remain liable for payment in full for confirmed airtime booked regardless of whether any Advertisement is transmitted.

4. TRANSMISSION

4.1 If the Advertisement(s) are not transmitted by CNBC, within its standard transmission schedule (or if applicable, at specific break times or Placements) booked by the Client, CNBC will endeavour (but does not guarantee) to transmit the Advertising Materials at some other time and/or date. If any offer of an alternative time or date for such Transmission is not acceptable, (or not made by CNBC), CNBC shall not charge the Client for such Booking but neither the Advertiser nor the Agency shall have any claim against CNBC in respect of such non-Transmission.

4.2 To the fullest extent permitted by law, CNBC shall incur no liability whatsoever for any failure to transmit all or any part of any Advertisement or the Advertising Materials whether throughout the entirety of the Contract Territory or to any particular country in the Contract Territory. To the fullest extent permitted by law, CNBC is also not liable for any Transmission error in respect of any Advertisement transmitted across the Contract Territory.

4.3 Transmission of Advertisement(s) for all purposes under this Agreement shall be deemed to have taken place if the Transmission Log records that Transmission has taken place.

4.4 Without prejudice to the foregoing, CNBC reserves the right, in its absolute discretion, to make any alterations to an Advertisement in respect of its Transmission. The Client shall remain liable to CNBC for all charges for such edited Advertisement under this Agreement.

4.5 By entering into this Agreement, the Client irrevocably and unconditionally authorises CNBC to Transmit any Advertisement(s) without charge at a time or times within the term of this Agreement in addition to those booked by the Client. Reports will not be required or given to the Client regarding any such additional Transmissions.

5. CANCELLATION OR POSTPONEMENT

The Client may cancel or postpone any confirmed advertising airtime provided that notice in writing is received no less than sixty (60) days prior to the campaign’s scheduled Transmission. Cancellation within sixty (60) days will incur a charge of 50% of the Rate Card value at the scheduled date of Transmission. Cancellation within fourteen (14) days will incur a charge of 100% of the rate card value at the scheduled date of Transmission. CNBC may consider at its absolute discretion written requests for campaign postponement and re-scheduling up to fourteen (14) days prior to the campaign’s scheduled date of Transmission, but any costs and expenses thereby incurred by CNBC shall be borne by the Client.

6. PAYMENT

6.1 The Client shall pay to CNBC the Gross Airtime Fees and any and all amounts from time to time owing to CNBC under this Agreement. The Advertiser and the Agency shall be jointly and severally liable for such payments.

(i) Payment is due on the last Working Day of the month following the month of broadcast, which day is hereinafter called “the due date”.

(ii) All payments shall be made in accordance with the invoice submitted by CNBC.

6.2 Interest shall accrue from day to day on any portion of the Gross Airtime Fees remaining unpaid at the due date for payment at 3% above the Barclays Bank plc base rate for the time being in force.

7. WARRANTIES AND INDEMNITIES

The Advertiser and the Agency jointly and severally warrant, represent, and undertake to CNBC as follows:

7.1 the Advertising Materials will not infringe any copyright or be defamatory or invade the privacy of any third party;

7.2 all necessary consents, licenses and permissions (including without limitation, in respect of all music) for the Transmission of the Advertising Materials have been obtained and paid for;

7.3 the Advertising Material will comply with all applicable laws and regulations including, without limitation, the Technical Requirements and the Codes;

7.4 they have taken or will take all necessary steps before submission of the Advertising Materials to CNBC to ensure that nothing is, or will be, contained in the Advertising Materials which might make its Transmission illegal or actionable for any reason in the Contract Territory or any country within the Satellite Footprint;

7.5 the Advertiser and Agency will jointly and severally fully indemnify and keep CNBC fully indemnified against all actions, proceedings, costs, damages expenses, penalties, claims, demands and liabilities (including any costs, damages and payments whatsoever made on advice of counsel to settle any claim) arising from any breach of the Advertisers and/or the Agency’s warranties or obligations contained in this Agreement, or as a consequence of the use, recording Transmission or broadcasting, in the form submitted or prescribed, of any Advertising Materials or materials supplied by or transmitted for the Advertiser or Agency.

8. UNDERTAKINGS OF THE AGENCY

8.1 The Agency shall:

(i) not charge an Advertiser a higher rate for television advertising on the Channel than the sum charged by CNBC to the Agency before the deduction of commission;

(ii) disclose commissions on all invoices to the Advertiser in respect of any Bookings with CNBC; and

(iii) whenever so required by CNBC, produce copies of the said invoices to CNBC.

8.2 The Agency shall give immediate notice to CNBC of:

(i) any inability to pay its debts or any defaults which have occurred or are likely to occur in the payment of its debts; and

(ii) any proposed arrangement or compromise to be made in relation to all or any of its creditors.

8.3 The Agency warrants that it has been appointed and authorised to act as the agent of the Advertiser in respect of this Agreement.

9. CHANGE OF RATES AND CONDITIONS

CNBC reserves the right in its absolute discretion to adjust Bookings and/or Placements in order to accommodate third party programme sponsors’ advertising or to avoid any product conflict. The Client may either move the Booking or cancel without penalty in such cases.

CNBC reserves the right to announce special charges and conditions which shall pre-empt all normal charges and conditions from time to time for particular programmes. CNBC will endeavour to give as much notice as practicable to the Client if this Agreement is in force. The Client may either move the Booking or cancel without penalty in such cases.

10. TERMINATION BY CNBC

10.1 CNBC may immediately terminate this Agreement at any time on written notice to the Advertiser or Agency in the event that:

(i) the Advertiser or Agency commits any breach of the terms or conditions of this Agreement; or

(ii) the Advertiser or Agency becomes insolvent, is placed in receivership, liquidation or bankruptcy, compounds with its creditors or fails to satisfy any judgment entered against it.

Any termination under this Clause shall be without prejudice to all rights and/or remedies of CNBC.

10.2 If this Agreement is terminated for whatever reason, then:

(i) The mutual obligations of the parties hereto shall cease provided that any monies due to either party by the other before such termination shall continue to be owed.

(ii) The Agency shall not bring any proceedings or claim against CNBC or its employees or agents, arising out of or in connection with any direct approach by CNBC to the Agency’s advertiser clients.

(iii) No commission shall be deducted by the Advertiser other than in respect of the Advertising Materials broadcast before termination.

11. PROGRAMMES

11.1 Programme content and the time at which programmes are to be transmitted shall be entirely within the discretion of CNBC and CNBC shall not be liable for any failure to transmit any programme advertised at an advertised time.

11.2 CNBC reserves the right for whatever reason to cease or interrupt Transmission of any of CNBC’s programming without prior notice to the Advertiser and/or Agency.

12. CNBC’s RIGHT TO MAKE AND RETAIN COPY OF ADVERTISEMENTS

The Advertiser and/or Agency irrevocably and unconditionally grants to CNBC the right to make recordings of the Advertising Material for CNBC’s records and any regulatory, legal or licensing purpose.

13. ASSIGNMENT

CNBC reserves the right at any time to assign this Agreement to any company, firm or person whatsoever. This Agreement is personal to and may not be assigned by the Advertiser or Agency except with the prior written consent of CNBC.

14. LIMITATION OF LIABILITY

14.1 CNBC shall not be liable for any breach of this Agreement caused by but not limited to fire, lightning, explosion, flood, hurricane, Act of God, inclement weather, precipitation, war, civil disorder, microwave link failure, disturbance to ground segment or uplink facility, the pre-emption of any transponder, power failure, satellite or transponder failure or for any other reason whatsoever beyond the control of CNBC (an “Event of Force Majeure”). If an Event of Force Majeure prevents, restricts or curtails the Transmission of Advertising Material in accordance with the terms of this Agreement, CNBC shall be entitled at its sole option to forthwith terminate or suspend this Agreement until the Event of Force Majeure ends and then transmit such Advertising Materials at such other times and on such other dates as it shall in its sole discretion determine and whichever option CNBC selects, all other terms of this Agreement – including, without limitation, to the Advertiser’s/Agency’s obligation to make payment to CNBC - shall remain in full force and effect.

14.2 Notwithstanding anything to the contrary expressed or implied in this Agreement but save as provided below CNBC shall not under any circumstances be liable for indirect or consequential loss of any kind, including loss of profits or revenues, damage to or loss of personal property or of goodwill or reputation provided that nothing in this Agreement shall restrict or limit CNBC's liability for death or personal injury caused by its negligence.

15. WAIVER

Any waiver given by CNBC with regard to a term or condition must be in writing to be effective and shall not be deemed to be a waiver of any other term or condition of this Agreement, or a subsequent breach of such term or condition.

16. CONTRACT (RIGHTS OF THIRD PARTIES) ACT 1999.

A person or body who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect any rights or remedies of a third party which exist or are available apart from that Act.

17. SEVERABILITY

If any provision of this Agreement shall be prohibited by or adjudged by a court to be unlawful void or unenforceable such provision shall to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances or the validity or enforcement of this Agreement.

18. ENTIRE AGREEMENT

This Agreement contains the entire agreement of the parties with respect to the subject matter thereof and supersedes any previous agreements and understandings (whether written or oral) between the parties. This Agreement may not be amended nor any of its provisions waived except in writing executed by the party against which such amendment or waiver is sought to be enforced.

19. APPLICABLE LAW

This Agreement shall be construed in accordance with English law and parties hereby submit to the exclusive jurisdiction of English Courts.