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REFERENCE INTERCONNECT OFFER (“RIO”) OF ZEE ENTERTAINMENT
ENTERPRISES LIMITED (“ZEEL”) FOR HEADEND IN THE SKY (“HITS”) PLATFORM
FOR INTERCONNECTION WITH HITS OPERATOR TO BE EFFECTIVE FROM
12th OCTOBER 2018
Pursuant to clause 13.2B of The Telecommunication (Broadcasting and Cable Services)
Interconnection (Fifth Amendment) Regulations 2009 dated 17th March 2009 (“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 the Regulations applicable to
HITS OPERATOR for retransmitting signals of the Zee Group Channels to Subscribers in terms of the
Regulations. On receipt of a request from the HITS OPERATORs in terms of the Regulations, ZEEL
and the concerned HITS OPERATOR shall have to enter into a detailed Distribution Agreement
containing all the terms and conditions to enable the HITS OPERATORs 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).
The HITS OPERATOR has represented to the ZEEL that it owns and operates a Headend In The Sky
(“HITS”) platform, as defined in The (Telecommunication Broadcasting & Cable Services)
Interconnection Regulations 2004 and the HITS policy guidelines issued by the Ministry of
Information and Broadcasting in relation to HITS platform. The HITS Operator has further
represented that it has completed and satisfied the requirements under the Interconnection Regulations
and that it possesses a valid and subsisting permission/license issued by Ministry of Information and
Broadcasting, Govt. of India, New Delhi permitting it to provide Services through the HITS platform;
The HITS Operator is desirous of availing of the Services (as defined hereinafter) provided
by ZEEL for distribution through the Distribution Systems; and
Based on the above representation and so long as the HITS operator continues to operate strictly in
adherence of the HITS Regulations, STANDARDS OF QUALITY OF SERVICE (DIGITAL
ADDRESSABLE CABLE TV SYSTEMS) (AMENDMENT) REGULATIONS 2015 (4 OF 2015) and
request for signals of the Channels, the Company has agreed to provide the said Services
through the Distribution Systems on terms and conditions set forth hereinafter, ZEEL has
agreed to provide the Channels as per the terms below. Provided that in case ZEEL finds that the Distribution System used by the HITS OPERATOR for
distribution of TV channels does not meet the requirements specified in the Regulations, it shall inform
such HITS OPERATOR who shall get its Distribution System 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 Distribution
System meets the requirements specified in the Regulations.
The HITS OPERATOR shall deliver the following information/documents to ZEEL on or prior to the
date of execution of this Agreement:
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a) PAN Card;
b) Goods and Services Tax Registration;
c) Tax Deduction Account Number (TAN);
d) Certificate / Registration issued to the HITS OPERATOR by the Ministry of Information and
Broadcasting (MIB) and other approvals from the relevant Governmental 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 HITS OPERATOR or an authority
letter from the HITS OPERATOR authorizing ___________________ to execute this
Agreement on behalf of the HITS OPERATOR;
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 HITS
OPERATOR.
“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.
“Linear Provisioning” shall mean the transmission and re-transmission of a television
channel in a linear feed wherein the HITS operator, any affiliate
of HITS in the distribution chain and subscriber, is not able to
control the flow of content in such television channel and can only
move to other television 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.
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“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
(ii) ANNEXURE – VI for “Incentive on A-la-Carte Rate of HD
Pay Channel(s)” opted by HITS OPERATOR.
The applicable Incentive(s) shall be calculated as per details
provided by HITS OPERATOR in the format(s) specified by
ZEEL.
Each of the aforesaid incentives shall individually be referred to
as an “Incentive” or collectively as “Incentives”.
“Manner of
Retransmission” The Channels are to be continuously transmitted to the HITS
Operator’s platform without any interruption, editing,
interference, recording or alteration.
“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.
“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
HITS OPERATOR.
“Removed Channel” Shall mean any Channel(s) which ZEEL cease to grant right
in respect of such Channel(s).
“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 HITS OPERATOR.
“Smart Card” means, in relation to a Subscriber, a card or other device issued by
HITS OPERATOR 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 HITS OPERATOR.
“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
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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 HITS OPERATOR to access
and decode each of the Channels.
1. Parties ZEE ENTERTAINMENT ENTERPRISES LIMITED
(“ZEEL”) and Licensed Digital signal provider in the
Territory, hereinafter referred to as the HITS OPERATOR.
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 on pan-India basis
and also 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 Channel Shall may be referred to as Zee Group SD
Channels and High Definition Channels may be referred to as
Zee Group HD Channel. Both SD and HD Channels may be
collectively referred to as Zee Group Channels/ZEEL
Channels (as the case may be).
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ZEEL reserves the right at any time during the Term to remove
any channel from the list of Zee Group Channels if it ceases
to distribute such channel(s) in the Territory and terminate the
grant of the associated distribution rights to HITS
OPERATOR 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 HITS
OPERATOR in respect of the replacement or new channel.
5. Rights HITS OPERATOR shall have the non-exclusive right to
distribute to its subscribers (defined later) ZEEL Channels
during the Term only via its Headend in the Sky Service
System (“Platform”) only on its Full Service Model within the
Territory in an encrypted mode. The Platform shall be owned
and operated by HITS OPERATOR and shall also have digital
Conditional Access System (“CAS”) and a Subscriber
Management System (“SMS”) which shall be owned and
operated by HITS OPERATOR itself. HITS OPERATOR
shall re-distribute ZEEL Channels to its Subscribers from its
Platform simultaneously upon receipt of signals of ZEEL
Channels along with multiple audio feed (subject to the
technical capacity of IRDs), if any, without any interruption,
editing, interface, alteration, dubbing, voice over, subtitles,
delays, picture squeezing, resizing, graphic insertions, pull
through and crawlers etc. All other rights and means of
distribution not specifically and expressly granted herein are
expressly exclude and reserved by ZEEL. HITS OPERATOR
shall offer all contributory language feeds for a given ZEEL
Channel to every Subscriber entitled to access that specific
ZEEL Channel and shall never distribute or re-transmit ZEEL
Channels in an un- encrypted mode.
The HITS Operator shall not, without the prior written
consent of the Company:
(i) copy any of the programmes, data or content included
on the Channel(s) for the purpose of distributing them later,
or for any other reason, except as may be required by any
applicable Laws within the Area;
(ii) Cut, edit, dub, voice-over, sub-title, reformat or
otherwise change or make additions to any programmes, data
or content included on the Channel(s) except as may be
required by any applicable Laws;
(iii) Incorporate any Channel(s) or the programmes, data
or content therein as part of any free TV, Interactive TV,
IPTV, Pay Per View, Video On Demand or Near Video On
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Demand services or On-line Services, or otherwise exhibit or
cause the exhibition of any stills, extracts or data from any
Channel(s) or the programmes therein via the Internet or any
other local or area wide computer network or mobile
telephone or handheld device;
(iv) Reformat any Channel(s) so that it appears on less
than the full screen of a television or add or super-impose any
data, crawlers, buttons or other items to any Channel(s);
(v) Superimpose or otherwise add any own or third party
advertising, promotions, programmes, data, content,
copyright, trademarks, trade names, logos, names and / or
licenses on any Channel(s), Channel Mark or Promotional
Materials;
(vi) Recognize that the channel comprises of one or more
Video, Audio, Subtitling, Data and Graphics streams,
identified by their own PIDs (program IDs). All such program
IDs, uniquely comprise the “Linear Channel” and the said
Linear Channel loses its properties designed and IPR if any
of its elements is deleted. As HITS operator, HITS
OPERATOR will at no stage exercise any judgement or
discretion to add or remove any content or program streams
identified by its PIDs and carry the channel in exactly the
same form as provided to it by ZEEL. It will further impose
similar requirements on its downstream MSOs or
Cable/HITS/IPTV operators as the case maybe.
(vii) HITS OPERATOR has not been 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 all such rights. HITS
OPERATOR shall not store any content of ZEEL 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.
(viii) To make the same explicitly clear, the HITS operator
shall transmit the Liner Channel(s) in the same time frame as
received from Zeel TV, and shall not delay it under any
circumstances, save due to natural equipment processing
delays, being generally ranging from about half to two
seconds.
Usage of Digital Video Recorder (“DVR”) and/ or Personal
Video Recorder (“PVR”) by HITS OPERATOR shall not be
permitted for ZEEL channels.
HITS OPERATOR shall not “push” content onto the Set Top
Box (“STB”), there shall not be automatic advertisement
skipping function and/ or HITS OPERATOR shall not create
a virtual VoD or other on demand service in respect of the
ZEEL Channels.
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Distribution is permitted only to STB’s of HITS OPERATOR
on the Platform. Distribution rights on all other platforms
including Analogue cable television system, Digital
Addressable cable television system (other than HITS
Platform), Mobile, Broadband, PC, Internet, Wireless and
IPTV or any other technology which may be introduced in
future is not granted herein and the same are expressly
withheld by ZEEL.
ZEEL and/ or its licensors shall have the sole and exclusive
right and privilege to determine the content on ZEEL Channels
including but not limited to programming, advertisements, and
messages etc.
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 HITS OPERATOR.
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Rates of Zee Group Channels applicable to Ordinary
Subscribers are as per ANNEXURE - II of this RIO.
HITS OPERATOR 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 HITS OPERATOR provides
signals to both Ordinary and Commercial Subscribers, then
the CAS and SMS system of the HITS OPERATOR 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 HITS
OPERATOR 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 HITS OPERATOR to receive the Channels then such
Supplementary Connection(s) shall be considered as a
separate and distinct “Subscriber” in all respect including
License Fee. HITS OPERATOR 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 HITS OPERATOR, 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. HITS OPERATOR 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.
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HITS OPERATOR undertakes to ZEEL that no Zee Group
Channel shall be:
i. disadvantaged or otherwise treated less favorably by
the HITS OPERATOR 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. HITS OPERATOR 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
HITS OPERATOR opts for any of the Incentive Scheme(s)
then the HITS OPERATOR 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
HITS OPERATOR i Any agreement entered into by HITS OPERATOR,
with a Subscriber shall not relieve HITS
OPERATOR, of any of its obligations under this
Agreement and HITS OPERATOR 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.
HITS OPERATOR, as the HITS operator undertakes
to make payments to ZEEL in terms of the Clause 9
read along with ANNEXURE – VII based on its
active base and channels/ bouquets subscribed,
irrespective of whether downstream MSOs or Cable
operators have remitted to it such payment.
ii The HITS OPERATOR 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.
iii That the HITS OPERATOR 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
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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.
iv Further, the HITS OPERATOR shall not offer limited
period exhibition of any Channel(s) to Subscribers.
v Once a Channel(s) has been included in a
Subscriber Package, the HITS OPERATOR 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 Regulations (as
amended from time to time) and shall also be under a
legal obligation to comply with the conditions
stipulated in the Incentive Scheme opted by the HITS
OPERATOR.
vi HITS OPERATOR shall not distribute the ZEE Group
Channels outside the Territory.
vii HITS OPERATOR 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 HITS OPERATOR 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. HITS OPERATOR shall not acquire
of claim any proprietary Rights in the Intellectual
Property of ZEEL.
viii. It is agreed that no independent advertising shall be
inserted by HITS OPERATOR and HITS
OPERATOR shall not superimpose or otherwise alter
any copyright, trademarks, trade names, logos, names
on any Channel. The Size and position of HITS
OPERATOR watermark will be on the bottom right
of screen and shall be one half of the size of the
Channel Logo with a transparency of 40%. HITS
OPERATOR shall intimate the size of its watermark.
ix. HITS OPERATOR 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 HITS
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OPERATOR’s SMS and CAS database and operating
within the limits of the subscription rights as
conferred in terms of this Agreement.
x. It has been agreed specifically by HITS OPERATOR
that it shall not provide signals to any entity who is
seeking signals from HITS OPERATOR in case the
said entity has defaulted in its contractual terms with
ZEEL while seeking channels in their independent
capacity with ZEEL vide a separate agreement /
arrangement without obtaining “No DUE” Certificate
issued by ZEEL for such entity.
xi. HITS OPERATOR shall endeavor that all Standard
definition (SD) channels should be configured to a
band width ranging from 1.70 Mbps to 2.0 Mbps and
High definition (HD) channels to a band width
ranging from 4 to 6 Mbps over a period of 24 hours.
Further, in addition to the said stipulation the band
width allocation to various channels under the same
genre should be non-discriminatory i.e. band width
allocated to ZEEL channels should not be less than the
band width allocated to any other channel(s) in the
same genre.
HITS OPERATOR shall pay all outstanding
subscription / license fee arrears for ZEEL Channels
payable by HITS OPERATOR and/or affiliates /
associates / joint venture partners / subsidiaries to
ZEEL irrespective of the fact that there is / are a
separate agreement(s) / arrangement(s) thereto.
xii. Notwithstanding anything to the contrary contained in
this agreement it is categorically stated by HITS
OPERATOR that PVR facility for ZEEL channels
shall be disabled on STB’s of HITS OPERATOR. For
the purpose of clarity it is reiterated that no PVR
facility in respect of channels shall be available on the
STB’s of HITS OPERATOR.
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)
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(B) ZEEL is also offering the Zee Group Channel(s)
under various Incentive Scheme(s) detailed herein
below. The HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR shall pay to ZEEL, a
License Fee which shall be calculated in the manner set out in
ANNEXURE – VII.
10. Payment Terms HITS agrees to pay to ZEEL as per the terms set out in
ANNEXURE – VII.
11. Watermark/Logo The HITS OPERATOR shall be permitted to use its own
watermark/logo on the screen which is visible and identifiable
with the service provided by the HITS OPERATOR.
However, no such watermark/logo shall be used by the HITS
OPERATOR which conveys or indicates a brand logo in any
manner whatsoever similar to the brand logo of ZEEL and/
or its licensors. The HITS OPERATOR 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
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by the HITS OPERATOR on Zee Group channels transmitted
on its HITS platform.
12. EPG Before the signing of the Agreement, HITS OPERATOR shall
apprise and make available to ZEEL the EPG Policy of the
HITS OPERATOR’s platform.
During the entire duration of the term, the EPG of HITS
OPERATOR 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. HITS
OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR 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 HITS
OPERATOR to subscribers in a securely encrypted manner
and without any alteration.
The transmission specifications and infrastructure allocated by
HITS OPERATOR in respect of the broadcast signals of the
Zee Group channels by HITS OPERATOR to its Subscribers
shall be no worse than that of any other channel within the
same genre on its HITS 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 HITS OPERATOR shall confirm
the details of Integrated Receiver Decoder (IRD’s) in respect
of all such channels availed from ZEEL in the format provided
in ANNEXURE - VIII.
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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 HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR for the
previous month. For the avoidance of doubts 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 HITS OPERATOR has
under-reported the number of Subscribers or has
misrepresented any item or has failed to keep accurate and
complete records:
(I) HITS OPERATOR having a bearing on the computation
of the License Fee payable by the HITS OPERATOR,
ZEEL shall provide the HITS OPERATOR with written
notice setting out the amount of such additional fee
(“Shortfall Amount”) payable by the HITS OPERATOR
to ZEEL (“Notice of Shortfall”). Upon receipt of the
Notice of Shortfall, the HITS OPERATOR 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 HITS
OPERATOR 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 HITS OPERATOR to be due for
such period by two percent (2%) or more, the HITS
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OPERATOR shall be liable to 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 HITS
OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR shall remain the sole owner and
holder of all customer databases compiled by the HITS
OPERATOR under this Agreement.
(VI) The HITS OPERATOR will maintain at its own expense
a subscriber management system (“SMS”) capable of,
at a minimum:
(a) maintaining a computerized customer
database capable of recording adequate details of each
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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 HITS
OPERATOR’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 HITS OPERATOR 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 HITS OPERATOR shall ensure that
it’s SMS and billing software allows for monitoring
and printing historical data relating to subscriber
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activation and/or deactivation, going back to at least 2
(two) years at any point of time.
(VIII) HITS OPERATOR 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 HITS OPERATOR'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 HITS OPERATOR; 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 HITS OPERATOR 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 HITS OPERATOR 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
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ANNEXURE – IX. The HITS OPERATOR 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 HITS OPERATOR’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. HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR with regard to the
above covenants shall be construed as material breach
of this Agreement.
(XII) HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR shall
comply with the Anti-Piracy Requirements of ZEEL set out in
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Clause VI and VII in ANNEXURE - IX and also provide full
and complete information for conducting Technical Audit by
furnishing details outlined in clause I, II, III, IV and V of
ANNEXURE - IX attached herewith.
To ensure the HITS OPERATOR’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
HITS OPERATOR or ZEEL, then ZEEL shall work with the
HITS OPERATOR 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 HITS
OPERATOR’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 HITS OPERATOR 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 HITS OPERATOR to ZEEL’s satisfaction.
The HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR at the time the
Channels are made available. If the HITS OPERATOR
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 HITS
OPERATOR 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 HITS OPERATOR 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
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which has been supplied by the HITS OPERATOR 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 HITS OPERATOR and
the subscriber. The HITS OPERATOR shall comply with the
specifications for Set Top Box, Conditional Access System
and Subscriber Management System as set out in
ANNEXURE – X attached herewith.
If so instructed by Information (as defined below) by ZEEL,
the HITS OPERATOR 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 HITS
OPERATOR shall be under obligation to act upon such
information.
16. Reports The HITS OPERATOR will maintain at its own expense a
Subscriber Management System (“SMS”) which should be
fully integrated with the CAS (Conditional Access System).
The HITS OPERATOR 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 HITS OPERATOR 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 HITS
OPERATOR 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
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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 HITS OPERATOR to furnish the opening and closing
numbers of any four (4) days in a month as randomly specified
by ZEEL and the HITS OPERATOR would furnish the said
details/information accordingly within two (2) day of such
request.
17. Acquired Systems If HITS OPERATOR merges with, acquires or is acquired by
a competing HITS OPERATOR 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
HITS OPERATOR distributes the said Channel to the
Subscribers of the Competing Platform, HITS OPERATOR or
the successor company shall be obligated to pay to ZEEL an
increased License Fee from the effective date of the merger, as
mutually negotiated between Parties within 30 days from the
date of the merger on the basis of the subscriber base of HITS
OPERATOR and the Competing Platform or the successor
company/affiliates/joint ventures/networks as the case maybe.
In case of parties failing to arrive at a mutually acceptable
Increased License Fee, 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 HITS
OPERATOR under this Agreement.
If HITS OPERATOR 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 HITS OPERATOR 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 HITS
OPERATOR after giving 21 days’ notice in terms of the
applicable Law, in the event of:
Page 22 of 113
i. a material breach related to License Fee if the same is
not paid by the HITS OPERATOR 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.
The HITS OPERATOR 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 HITS OPERATOR any amount paid by the
HITS OPERATOR 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 HITS OPERATOR 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 license or any other material license/ permission
necessary for the HITS OPERATOR to operate its
HITS Platform service being revoked at any time
other than due to the fault of the HITS OPERATOR.
(B) ZEEL shall have the right to terminate this Agreement by
a written notice to the HITS OPERATOR forthwith if:
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i. HITS OPERATOR 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 HITS OPERATOR shall have the right to terminate
this Agreement on written notice to ZEEL if the HITS
OPERATOR discontinues its cable 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, HITS OPERATOR
the ZEEL would discontinue the supply of signals to HITS
OPERATOR 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 HITS OPERATOR 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. HITS OPERATOR’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
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iii. the confidentiality obligations of the Parties; and
iv. such other rights as may accrue to the Parties under
applicable laws.
In addition, HITS OPERATOR shall forthwith:
i. cease to use the Intellectual Property Rights of the
Broadcaster and shall sign such confirmation of
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 HITS OPERATOR 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 HITS OPERATOR, 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 HITS
OPERATOR 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 HITS OPERATOR agrees and undertakes to
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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, alteration, addition, deletion, variation or other
interference or interruption in any manner.
(II) The HITS OPERATOR shall use its best efforts to
promote an awareness of the Channel among its Subscribers
and potential subscribers. The HITS OPERATOR
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 HITS OPERATOR 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 HITS OPERATOR with respect to the programmes
included in the Channels. The HITS OPERATOR 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
HITS OPERATOR by Company for the purpose of this
Agreement. ZEEL acknowledges and agrees that the HITS
OPERATOR 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 HITS OPERATOR 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.
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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;
(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 HITS OPERATOR undertakes, represents and warrants
to ZEEL that:
(a) the HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR confirms
that it shall abide by the applicable LAW and 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 HITS
OPERATOR within 10 (ten) calendar days of such change.
Any failure on the part of the HITS OPERATOR 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;
Page 27 of 113
(b) the HITS OPERATOR 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 HITS OPERATOR
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 HITS OPERATOR 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
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
HITS OPERATOR 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 HITS OPERATOR
to discharge all its obligations under this Agreement. The HITS
OPERATOR further represents that it is not in breach of any
contractual obligation with respect to other service providers
with whom it is connected;
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(i) all information provided by the HITS OPERATOR to ZEEL
in connection with this Agreement has been provided in good
faith. All information which has been provided by the HITS
OPERATOR 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 HITS OPERATOR has not received any petition for, and
no order has been made or a resolution been passed for the
winding up of the HITS OPERATOR or for the appointment
of any provisional liquidator or administrator over any or all
the assets of the HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR.
(k) there are no legal proceedings pending against the HITS
OPERATOR which would materially affect the ability of the
HITS OPERATOR to perform its obligations under this
Agreement.
The provisions of this Clause 23(II) shall also apply to sub-
operators and Affiliates of the HITS OPERATOR 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 HITS OPERATOR further represents and
warrants that:
a. all the terms and conditions laid down in this
agreement are non-discriminatory, reasonable
Page 29 of 113
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
HITS OPERATOR 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 HITS OPERATOR.
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
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.
Page 30 of 113
25. Indemnity and Limitation of Liability
(I) The HITS OPERATOR 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 HITS OPERATOR, or actual or alleged breach of
any terms of this Agreement by the HITS
OPERATOR (including but not limited to breach of
any representation and warranty provided by the
HITS OPERATOR 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 HITS
OPERATOR, 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 Equipment with any
apparatus or Equipment not authorized by ZEEL, in
which event ZEEL shall not be under any obligation
to provide HITS OPERATOR with any other
Equipment;
(b) any inaction, default or on the part of the HITS
OPERATOR, 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
HITS OPERATOR or on account of any other breach
of this Agreement by the HITS OPERATOR); or
Page 31 of 113
(e) failure on the part of the HITS OPERATOR to
maintain the licenses and approvals required under
applicable Law;
(III) The HITS OPERATOR 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 HITS OPERATOR. Nothing
in this Agreement or the contract(s) executed between
the Subscriber and the HITS OPERATOR 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 HITS OPERATOR,
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 HITS OPERATOR
to ZEEL hereunder.
26. Compliance with Laws: The HITS OPERATOR, 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 HITS
OPERATOR, its sub-operators and their respective affiliates
further agree that the HITS OPERATOR, 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
Page 32 of 113
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
Page 33 of 113
such payment or transfer would violate the applicable law of
the country.
27. Confidentiality (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.
(III) 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;
(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
Page 34 of 113
have at law or in equity, including without limitation a right for
damages.
29. Guarantee The HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR shall
constitute a material breach by the HITS OPERATOR of the
terms of this Agreement.
30. Agency Neither the HITS OPERATOR 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 HITS OPERATOR.
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
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 HITS OPERATOR the pay the License Fee in accordance
with this Agreement.
33. Assignment The HITS OPERATOR 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
Page 35 of 113
or obligations under the Agreement to any party with any
consent or approval of the HITS OPERATOR.
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 HITS OPERATOR:
Mr. [●]
Address:
Facsimile:
Attention:
Email:
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 Laws 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 shall not be modified,
amended or varied unless otherwise mutually agreed in writing
in accordance with applicable Law.
Page 36 of 113
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 HITS Operator)
Sign: Sign:
Name: Name:
Designation: Designation:
Date: Date:
Witness sign: Witness sign:
Name: Name:
Page 37 of 113
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 38 of 113
*****
Page 39 of 113
ANNEXURE - II
ZEE GROUP CHANNELS
(PART – I)
I. List of Standard Definition (SD) Channels offered along with the respective A-la-
Carte Rate:
HITS OPERATOR 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 HITS Operator 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
Page 40 of 113
S.
No.
Name of
Channel Genre
A-la-Carte Rate payable per
month by HITS Operator for
each Authorised Subscriber (in
Rs.)
Channel Availed
(Yes /No)
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
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”).
Page 41 of 113
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
HITS OPERATOR 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 HITS OPERATOR 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.
6. The aforementioned provisions regarding revision of rate shall be applicable to both A-
la-Carte Rate(s) as well as Bouquet Rate(s).
Page 42 of 113
(PART – II)
II RATES OF HIGH DEFINITION (HD) CHANNELS APPLICABLE TO
AUTHORISED SUBCRIBERS ONLY:
HITS OPERATOR 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 HITS Operator 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 A-la 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 43 of 113
ANNEXURE III
BOUQUET OF ZEE GROUP CHANNELS AND BOUQUET RATES
HITS OPERATOR 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
HITS OPERATOR 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 44 of 113
Bouquet – II – Availed ____________ (Yes / No)
SR. No. Name of Channel
Bouquet Rate payable per month by
HITS OPERATOR 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 45 of 113
Bouquet – III Availed ______________ (Yes / No)
SR. No. Name of Channel
Bouquet Rate Payable Per Month by
HITS OPERATOR 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 46 of 113
Bouquet – IV – Availed __________________ (Yes / No)
SR. No. Name of Channel
Bouquet Rate Payable Per Month by
HITS OPERATOR 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
HITS OPERATOR 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 HITS OPERATOR 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 47 of 113
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 HITS OPERATOR 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 HITS OPERATOR]
_________________
Authorized Signatory
Name:
Title:
HITS OPERATOR Seal
******
Page 48 of 113
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 49 of 113
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 HITS
OPERATOR 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 50 of 113
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 51 of 113
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 52 of 113
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 53 of 113
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 54 of 113
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 55 of 113
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 56 of 113
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 57 of 113
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 HITS OPERATOR (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 HITS OPERATOR 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 HITS OPERATOR during the Term. HITS
OPERATOR 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 HITS
OPERATOR which is/are the lowest priced amongst all the Basic Entry Packages(s)
offered by the HITS OPERATOR to its subscribers.
(d) “Basic Entry Package Tier 2” shall mean the Basic Entry Package(s) offered by the HITS
OPERATOR which is/are the second lowest priced amongst all the Basic Entry Package(s)
offered by the HITS OPERATOR 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 HITS
OPERATOR, 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 58 of 113
(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 HITS OPERATOR
(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 HITS OPERATOR, 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 Cafe 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
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9 Zee Bollywood In parity with channels specified in Table C
10 WION In parity with channels specified in Table C
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 HITS OPERATOR is not operating in the Primary Market(s) for a
particular regional channel, then the HITS OPERATOR 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 HITS OPERATOR to its
subscribers in the Basic Entry Package Tier 1, shall be carried by the HITS
OPERATOR in all other Basic Entry Package Tiers. Similarly, all Channels made
available by the HITS OPERATOR in the Basic Entry Package Tier 2, shall be made
available by the HITS OPERATOR in all other Basic Entry Package Tiers, except in
the Basic Entry Package Tier 1.
(b) HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR creates any
intermediary packs between the Basic Entry Package(s) offered by it, during the Term,
the HITS OPERATOR 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 HITS OPERATOR launches any
Page 60 of 113
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.
(d) The HITS OPERATOR 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 HITS OPERATOR with
respect to competing channels on a genre basis as illustrated in Table C of Clause 4.3
herein below.
(e) The HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR and ZEEL.
(f) HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR for Pay Channels of the subscribed
Bouquet distributed on the Platform of the HITS OPERATOR in the Territory, as set out in Table
A below (“Subscriber Base Incentive”).
Page 61 of 113
TABLE – A
Subscriber Base Incentive
Sl. No. Subscriber Base of HITS
OPERATOR 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 HITS OPERATOR for the purpose of calculation of Subscriber Base
Incentive shall mean all Active Pay Subscribers reported by the HITS OPERATOR in the
subscriber report submitted by the HITS OPERATOR (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 HITS OPERATOR:
If the HITS OPERATOR 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 HITS OPERATOR carries Bouquet I of Zee Group Channels and
places channels in Bouquet Slab 1, then the incentives for the HITS
OPERATOR 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 HITS OPERATOR 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
Page 62 of 113
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
HITS OPERATOR for its Platform. HITS OPERATOR 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 63 of 113
TABLE – B
Bouquet Penetration Incentive
Bouquet
Penetration
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) HITS OPERATOR 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) HITS OPERATOR 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 HITS OPERATOR:
If an HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR 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
Page 64 of 113
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 HITS
OPERATOR 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”)
Page 65 of 113
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
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
Page 66 of 113
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 67 of 113
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.) HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR has subscribed Bouquet I for which it commits Bouquet Slab 1,
then the HITS OPERATOR 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 HITS OPERATOR places more than two channels in some other Slab(s)
other than the specified Bouquet Slab, then the HITS OPERATOR 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 HITS OPERATOR, 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.
Illustration:
Calculation of Bouquet Slab (LCN) Incentive for the HITS OPERATOR:
If an HITS OPERATOR 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 HITS OPERATOR 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%
Page 68 of 113
Net Rate of Bouquet 1 after availing Incentives (in Rs.) 26.52 However, if the HITS OPERATOR 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
HITS OPERATOR on the basis of prompt payment of Monthly License Fee by the HITS
OPERATOR on or before the Due Date (i.e. paid on or before 30th Day of the immediately
succeeding month).
Page 69 of 113
Table – E
Prompt Payment Incentive
Payment of Monthly License Fee by HITS
OPERATOR Prompt Payment Incentive
Paid on or before Due Date 1.8%
Illustration
Calculation of Prompt Payment Incentive for the HITS OPERATOR:
If the HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR for prompt submission of monthly
subscriber reports. HITS OPERATOR 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. HITS
OPERATOR 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 HITS
OPERATOR
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 HITS OPERATOR:
If the HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR 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 HITS
OPERATOR 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.
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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 HITS OPERATOR shall be the sum of
all the Incentives set out in Table A, B, D, E and F for which the HITS OPERATOR 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.
******
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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 HITS OPERATOR (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
HITS OPERATOR (for HITS OPERATOR 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 HITS OPERATOR during the Term. HITS OPERATOR
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 HITS
OPERATOR which is/are the lowest priced amongst all the HD Packages(s) offered by the
HITS OPERATOR to its subscribers.
(d) “HD Package Tier 2” shall mean the HD Package(s) offered by the HITS OPERATOR
which is/are the second lowest priced amongst all the HD Package(s) offered by the HITS
OPERATOR 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 HITS
OPERATOR (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 HITS OPERATOR, 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 HITS OPERATOR 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 HITS OPERATOR 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 HITS
OPERATOR 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 HITS OPERATOR will not be entitled to avail any incentive whatsoever.
(c) All HD Channels made available by the HITS OPERATOR to its subscribers in the HD
Package Tier 1, shall be carried by the HITS OPERATOR in all other HD Package Tiers.
Similarly, all Channels made available by the HITS OPERATOR in the HD Package Tier 2,
shall be made available by the HITS OPERATOR in all other HD Package Tiers, except in
the HD Package Tier 1.
(d) HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR with respect to competing
channels on a genre basis as illustrated in Table E of Clause 4.5 herein below.
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(f) The HITS OPERATOR 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 HITS
OPERATOR creates any intermediary packs between the HD Package(s) offered by it,
during the Term, the HITS OPERATOR 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 HITS OPERATOR
launches any intermediary package between HD Package 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 HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR and
ZEEL.
(h) HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR for HD Pay Channels
distributed on the Platform of the HITS OPERATOR in the Territory, as set out in Table A below
(“HD Subscriber Base Incentive”).
Page 75 of 113
TABLE – A
HD Subscriber Base Incentive
Sl. No. HD Subscriber Base of HITS
OPERATOR 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 HITS OPERATOR for the purpose of calculation of HD
Subscriber Base Incentive shall mean all HD Active Pay Subscribers reported by the HITS
OPERATOR in the subscriber report submitted by the HITS OPERATOR (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 HITS OPERATOR:
If the HITS OPERATOR 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 HITS OPERATOR opts for 6 Zee Group HD Channels
and places Zee TV HD in LCN Slab 1, then the incentives for the HITS
OPERATOR 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 HITS OPERATOR 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
HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR, 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 HITS OPERATOR 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 HITS OPERATOR shall be liable to pay the A-la-Carte rate for the availed HD
channel(s).
Illustration
Calculation of Channel Count Incentive for the HITS OPERATOR:
If an HITS OPERATOR opts for 6 Zee Group HD Channels, it will fall
under the Channel Count Incentive category of 6. If such an HITS
OPERATOR 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 HITS OPERATOR 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%
Page 78 of 113
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 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 HITS OPERATOR on
its Platform. The incentives are set out in the Table D below.
Page 79 of 113
TABLE – C
HD Channel(s) Penetration Incentive
Sl.
No. Minimum Penetration Commitment
by HITS OPERATOR**
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 HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR:
If an HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR 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.
Page 81 of 113
TABLE – D
Additional HD Penetration Incentive
Penetration achieved by HITS OPERATOR 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 HITS OPERATOR 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”)
Page 82 of 113
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
Page 83 of 113
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 HITS OPERATOR, 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
HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR shall be eligible for Incentive for
that said HD Channel as per lower HD Slab. For e.g. if a HITS OPERATOR 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 HITS OPERATOR shall be 28% instead of 30% for Zee
Café HD.
Illustration:
Calculation of LCN Incentive for the HITS OPERATOR:
If an HITS OPERATOR 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 HITS OPERATOR
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 HITS OPERATOR 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%
Page 84 of 113
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
4.6 Prompt Payment Incentive: Prompt Payment Incentive shall mean an incentive available to
HITS OPERATOR on the basis of prompt payment of Monthly License Fee by the HITS
OPERATOR on or before the Due Date (i.e. paid on or before 30th Day of the immediately
succeeding month).
Page 85 of 113
Table – G
Prompt Payment Incentive
Payment of Monthly License Fee by HITS
OPERATOR Prompt Payment Incentive
Paid on or before Due Date 1.8%
Illustration
Calculation of Prompt Payment Incentive for the HITS OPERATOR:
If the HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR for prompt submission of monthly
subscriber reports for HD Channel(s). HITS OPERATOR 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. HITS OPERATOR 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 HITS
OPERATOR
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 HITS OPERATOR:
If the HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR 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 HITS
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OPERATOR 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.
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 HITS OPERATOR shall be the sum
of all the Incentives set out in Table A, B, C, D, F, G, and H for which the HITS OPERATOR 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 HITS Operator 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 HITS
Operator 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
(iii) 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 HITS
OPERATOR 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 HITS OPERATOR.
(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 HITS OPERATOR does not avail any Incentive
Scheme:
(a) In case HITS OPERATOR avails one or more or all Zee Group SD Channels on
A-la-Carte rate basis:
(i) If the HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR avails one or more Bouquet(s) of Zee Group SD
Channel(s):
(i) If the HITS 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
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in the ANNEXURE - III multiplied by the number of Monthly Average Subscriber
Level availing the Bouquet(s).
(ii) If the HITS 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 HITS OPERATOR, 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 HITS OPERATOR 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 Channels opted on A-la-Carte basis:
(i) For bouquet(s), the monthly license fee shall be calculated on the basis of sub clause 2
above.
(ii) For ala carte channels, the monthly license fee shall be calculated on the basis of sub
clause 3 above.
(d) In case HITS OPERATOR avails one or more or all Zee Group HD Channels on
A-la-Carte rate basis:
(i) If the HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR avails any of the Incentive
Scheme:
(a) In event HITS OPERATOR avails and fulfils all the laid down conditions of Incentive
Scheme on Bouquet Rate of Standard Definition (SD) Channel as per ANNEXURE –
V:
HITS OPERATOR shall be liable to pay the License Fee as calculated herein below:
(i) If the HITS 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
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rate as set out in the ANNEXURE - V multiplied by the number of Monthly Average
Subscriber Level availing the Bouquet(s).
(ii) If the HITS 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 HITS OPERATOR, 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 HITS OPERATOR as set out in ANNEXURE – V)
(b) In event HITS OPERATOR avails and fulfils all the laid down conditions of Incentive
Scheme on HD Channels as per ANNEXURE – VI:
(i) If the HITS OPERATOR 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-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 HITS OPERATOR 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 HITS OPERATOR as set out in ANNEXURE – VI)
3. In the event the HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR to clear all the accumulated arrears/dues which
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are not paid by any such Joint Venture/affiliate/associate entities to ZEEL in DAS I, DAS
II and DAS III areas referred to as “DAS” notified areas and NON DAS areas. Further it is also
agreed by HITS OPERATOR that any other Independent Affiliate taken over by HITS
OPERATOR during the term of this Agreement shall be treated as JVs and HITS OPERATOR
shall be liable to make additional payment for such JVs acquired during the term of this
Agreement.
5. It has been acknowledged and agreed by the HITS OPERATOR that it shall be solely liable to
pay all such outstanding subscription arrears attributing to ZEEL channels availed by the HITS
OPERATOR or its Affiliates/ Associates/Joint venture partners /subsidiaries/Holding company
in NON DAS areas in Analog mode prior to implementation of DAS in the said area(s).
6. 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.
7. In the event the HITS OPERATOR 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 HITS OPERATOR, its sub operators and their respective Affiliates and
deactivate the Viewing Card(s). Upon return of the Equipment in proper working condition by
the HITS OPERATOR, the IRD Deposit shall be refunded to the HITS OPERATOR. In the
event, the HITS OPERATOR fails to return the Equipment to ZEEL, the HITS OPERATOR
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 HITS OPERATOR returns the IRD, but the Viewing Card
and remote (where applicable) are damaged or missing, then the HITS OPERATOR 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.
8. All payments from the HITS OPERATOR 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 evidence certified by the HITS OPERATOR’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 HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR.
In case the HITS OPERATOR 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
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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 HITS OPERATOR - whichever is higher and the HITS
OPERATOR 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 HITS
OPERATOR, the parties would conduct reconciliation between the provisional invoice raised
by ZEEL and the report(s) sent by the HITS OPERATOR.
In case of default by the HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR 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 HITS OPERATOR’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.
HITS OPERATOR 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 HITS OPERATOR
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 HITS
OPERATOR’s cost and will be charged at the prevailing rates by ZEEL to the HITS
OPERATOR.
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
HITS OPERATOR 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 HITS
OPERATOR 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 AS HITS OPERATOR
Address (as on 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
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18
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 HITS OPERATOR 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 HITS OPERATOR should provide Complete Accurate Schematic Diagram
of their Head End, Earth Stations, Systems and Processes for Audit and Auditing Purpose.
• HITS OPERATOR 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.
• HITS OPERATOR to ensure that his Network Watermark logo is inserted on all Pay
Channels at encoder end only.
II. CAS Audit: HITS OPERATOR to provide all below information correctly: Make & version
of CAS installed at Head End.
• CA system certificate to be provided by HITS OPERATOR.
• 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 HITS OPERATOR before distributing box
down the line.
• HITS OPERATOR 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 HITS OPERATOR. CAS vendor
required to certified reconciliation of data.
• No activation / deactivation from direct CAS system, it must be routed via SMS client
only.
• HITS OPERATOR 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 for non DAS & DAS area.
v. Review whether Live diagram / fiber details of network are captured in SMS system
vi. To check if HITS OPERATOR 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 HITS OPERATOR before handing down the line distribution.
• HITS OPERATOR 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.
• HITS OPERATOR should provide one set of all type/model of boxes for testing and
monitoring purpose.
• All STBs used by HITS OPERATOR’s should be certified by their CAS vendor.
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• Forensic watermarking to be implemented on the HITS OPERATOR 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: HITS OPERATOR 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 HITS OPERATOR 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 for both DAS and non-DAS areas, then
understand and analyze how the two markets are segregated, controlled, reported and
invoiced.
• Similarly, list of head-ends of the operator providing services to both DAS and non-
DAS areas 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 HITS OPERATOR, to understand synchronization between
multiple CAS and SMS.
******
Page 104 of 113
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 HITS OPERATOR/ 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.
b. Location of each and every set top box/ VC unit
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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 abovementioned 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
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 107 of 113
ANNEXURE – XI
REPORT FORMAT
A. Report Format in event HITS OPERATOR does not avail any of the Incentive Scheme
(For each DAS Notified 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 HITS OPERATOR 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
Page 108 of 113
Part B: Channel Penetration Report
(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) HITS OPERATOR Active Pay Subscriber Base Report
Sr. No. State Opening Subscribers Closing Subscribers Average subscribers
C. Reports to be submitted by HITS OPERATOR 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
Page 109 of 113
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) HITS OPERATOR Active Pay Subscriber Base Report
Sr. No. State Opening Subscribers Closing Subscribers Average subscribers
******
Page 110 of 113
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 HITS Operator (HITS
OPERATORs) 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 HITS
OPERATOR 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
Page 111 of 113
and made available by the HITS 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 112 of 113
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 HITS
Operator (HITS OPERATORs) 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 HITS OPERATOR.
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 HITS OPERATOR.
Page 113 of 113
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:
******