Ofcom licensed operator of the DAB broadcast network for Southampton
Southampton Digital Radio Limited

Terms & Conditions of Service

These terms apply to Radio Stations contracting with Southampton Digital Radio Limited. These terms are deemed accepted by the Radio Station upon payment of an invoice.

BACKGROUND

(A) Southampton Digital Radio Limited (Southampton DAB) provides DAB Multiplexing and Transmission services which allow listeners to access content and services using a Compatible Device.

(B) The Radio Station is in the business of the operation and/or distribution of Radio Channels across various media platforms.

(C) For the purposes of providing DAB Multiplexing and Transmission service and distributing radio channels (as hereinafter defined) to the Ofcom licensed Coverage Area, Southampton DAB (as hereinafter defined) wishes to provide the DAB Multiplexing and Transmission service (as hereinafter defined) to the Radio Station so that the Radio Station (as hereinafter defined) can be made available via A Compatible Device on the terms and conditions of this Agreement.

IT IS AGREED as follows:

  1. The terms and conditions of this Agreement shall apply to the provision of the Southampton DAB service as described in this Agreement.
  2. The Radio Station will be operated in accordance with the Ofcom Broadcast Code.
  3. The Radio Station holds the Applicable Licence(s), (such as the relevant Ofcom and/or copyright licences), a copy of which will be provided to Southampton DAB.
  4. The Radio Station’s address for serving of notices is as shown on the Southampton DAB invoice.
  5. Southampton DAB’s address for serving of notices is as shown on the Southampton DAB invoice.

TERMS AND CONDITIONS

DEFINITIONS AND INTERPRETATION

  1. The definitions of words and expressions used in this Agreement are set out in Schedule 1.
  2. The headings in this Agreement are for convenience only and shall not affect its interpretation.
  3. Any references in this Agreement to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
  4. Words in the singular shall include the plural and vice versa. References to a “person” shall include any individual, firm, unincorporated association or body corporate.
  5. Where words “include(s)”, “including” or “in particular” are used in this Agreement, they are deemed to have the words “without limitation” following them.
  6. References in this Agreement to clauses and Schedules shall be to clauses of and the schedules to this Agreement. The Schedules form part of and shall be deemed incorporated in this Agreement.

This Agreement is made between Southampton Digital Radio Limited and the Radio Station upon full payment of the invoice by the stated due date.

  1. Southampton DAB Limited is registered as a company in England & Wales 14340011. The registered address of Southampton Digital Radio Limited is Flat 3, 15 Burnetts Fields, Horton Heath, Eastleigh, Hampshire, England, SO50 7DH, and communications should be sent to this address for the attention of the Director.
  2. The Radio Station is the entity stated on the invoice. Communications should be sent to the address on the invoice for the attention of the Station Manager. The Radio Station is the provider of the Radio Channel on the multiplex. The Radio Channel is operated by the Radio Station named on the invoice.
  3. Services operating under a DSP licence shall not reassign their capacity to another company, body or individual.
  4. Services operating under a C-DSP licence may reassign the capacity to another licenced C-DSP provider in line with Ofcom regulations, however 28 calendar days notice shall be given to Southampton DAB.
  5. This Agreement and associated Confidential Information shall be kept confidentially between Southampton DAB and the Radio Station unless disclosure is confirmed mutually by both parties or required by Ofcom, any other government agency, a Court of Law or an Arbitrator. Both parties agree that English Law shall be applicable to this agreement, and in the event of dispute, proceedings shall be held in an English Court.
  6. Ofcom is the Office Of Communications, if it is replaced, then references in this agreement to Ofcom will also apply to the replacement body that has statutory responsibility for broadcast radio regulation.
  7. Southampton DAB holds a licence issued by Ofcom to broadcast a DAB digital radio multiplex (the DAB Multiplexing and Transmission service) in an area defined as Southampton.
  8. Southampton DAB and/or its contractors will manage the day to day operation of the DAB Multiplexing and Transmission service.
  9. No guarantee is given as to the actual Coverage Area. The Radio Station acknowledges that any maps are purely computer predictions of coverage and not necessarily a reflection of real-world coverage.
  10. Southampton DAB and the Radio Station accept that Ofcom retain the right to make changes to the DAB Multiplexing and Transmission service licence, the transmitter(s) and other technical parameters and can do so at any time, for any reason, and without advance notice. Such changes may include, but are not limited to, reduction in transmission power, change of transmission antenna, suspension of broadcasts or even a shortening of licence term. Southampton DAB and The Radio Station shall comply with any order made by Ofcom in relation to any part of the DAB Multiplexing and Transmission service.
  11. Southampton DAB and the Radio Station shall comply with the relevant parts of the Broadcasting Act 1990, Broadcasting Act 1996, Communications Act 2003, Digital Economy Act 2010, The Small-Scale Radio Multiplex and Community Digital Radio Order 2019 as well as any other relevant current or future legislation.
  12. The Radio Station will install and commission any necessary equipment at its studio premises to supply a feed to the DAB Multiplexing and Transmission service at its own expense.
  13. The Radio Station will be responsible for obtaining, complying with, and paying for its own programming licence fees, including, but not limited to, PRS, MCPS, PPL and Ofcom.
  14. For the length of this agreement, the Radio Station must be the holder of an Ofcom C-DSP or DSP licence. Should Ofcom revoke the Radio Station’s C-DSP or DSP licence then the Radio Channel shall be suspended from the DAB Multiplexing and Transmission service, but no refund or credit shall be provided by Southampton DAB.
  15. The Radio Station shall reasonably ensure that the Radio Channel is provided to the DAB Multiplexing and Transmission service twenty four hours per day, every day, for the length of this agreement, save for unforeseen circumstances or third party failures, such as loss of electricity supply or Internet connection. Southampton DAB shall reasonably ensure the DAB Multiplexing and Transmission service is in operation twenty four hours per day, every day, for the length of this agreement, save for unforeseen circumstances or third party failures, such as loss of electricity supply or Internet connection. Southampton DAB does not offer a service level agreement.
  16. If, in the future, Ofcom impose regulations concerning the type of programmes or services carried on the DAB Multiplexing and Transmission service and the Radio Station subsequently wishes to amend the format of the Radio Channel, it shall first approach Southampton DAB with the proposed format amendment, the reason for the format amendment, and any supporting evidence. Within fourteen calendar days of receipt of a proposed format amendment, Southampton DAB shall submit a multiplex licence variation request to Ofcom with the requested format variation. The Radio Station cannot change the format of the Service until Ofcom consent is granted.
  17. If the Radio Station wishes to change the technical information of the Radio Channel it shall make a request to Southampton DAB giving as much notice as possible. Changes to technical information will generally be made overnight where possible.
  18. Unless otherwise instructed by Ofcom, Southampton DAB shall ensure that the DAB Multiplexing and Transmission service is broadcast at least at Equal Error Protection level 3a or Unequal Protection level 3. Southampton DAB may broadcast the DAB Multiplexing and Transmission service at a higher Equal Error Protection or Unequal Error Protection from time to time, unless the Radio Station notifies Winchester DAB it wishes to remain at Equal Error Protection level 3a or Unequal Error Protection level 3. Winchester DAB shall not broadcast DAB Multiplexing and Transmission service at a lower Equal Error Protection level or Unequal Error Protection level unless The Radio Station consents to this, or Ofcom make an instruction that this level of Equal Error Protection or Unequal Error protection is used.
  19. The Radio Channel shall be broadcast at the bitrate stated on the invoice paid. Southampton DAB may broadcast the Radio Channel at a higher bitrate from time to time, unless the Radio Station notifies Southampton DAB it wishes to remain at the contracted bitrate.
  20. Should the Radio Station wish to terminate this agreement for any reason, it shall first write to Southampton DAB notifying it of the intention to terminate the agreement, and the reasons for the termination. Southampton DAB shall within 14 calendar days write to Ofcom to ask for permission to remove the Service from the Multiplex. The Service shall then be removed as soon as is practically possible once Ofcom consent to removal. Once the Service is removed from the Multiplex, this agreement shall terminate. The Radio Station shall not be entitled to a refund of any fees already paid under this agreement, or any damages. If Ofcom do not consent to the removal of the Service from the Multiplex, the Radio Station will co-operate with the continuation of the provision of the Service.
  21. The Radio Station shall not through omission, error, or any act, do anything which would cause Southampton DAB to be in breach of its DAB Multiplexing and Transmission service licence with Ofcom. The Radio Station shall indemnify Southampton DAB against any Losses or sanctions received as a result of a breach attributed to the Service.
  22. If the Radio Station breaches any part of this Agreement, Southampton DAB reserves the right to suspend the Radio Channel from the Multiplex. If the breach of Agreement cannot be resolved within 14 calendar days, this Agreement shall terminate.
  23. The Radio Station shall cooperate with Southampton DAB to promote the DAB Multiplexing and Transmission service and DAB digital radio in general in the Southampton area.
  24. The DAB Multiplexing and Transmission service, and this Agreement, will cease at the end of the period stated on the invoice or following a direction from Ofcom, whichever is soonest.
  25. This agreement constitutes the whole agreement between Southampton DAB and the Radio Station, and supersedes all previous discussions, correspondence, understandings and agreements. Southampton DAB and the Radio Station shall have no remedies in respect of any statement, representations, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
  26. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

SCHEDULE 1

DEFINITIONS:

In this Agreement, the following words and expressions shall have the following meanings unless the context otherwise requires:

‘Agreement’ means these Terms and Conditions, including any the Schedules;

‘Applicable Licence’ means such licence, consent, authorisation or permission which the Radio Station is required to hold in order to make the Radio Station in the Coverage Area to Compliant Devices;

‘Business Day’ means a day (not being a Saturday or a Sunday or a National Holiday) when clearing banks are open for business in the City of London;

‘Change’ means a change or addition to this Agreement pursuant to clause 5 including any change or addition to the Radio Station and/or the Southampton DAB service;

‘Charges’ means the Monthly Charges, the Set-Up Charges and any Overage Charges as specified in the Southampton DAB invoice, and any other charges agreed by the parties in writing from time to time;

‘Compatible Device’ means compliant DAB+ radio receivers or other hardware;

‘Confidential Information’ means all information of a confidential nature imparted by either party to the other or which may be imparted from time to time to the other in connection with this Agreement, including data of or about Radio Station and any information relating to the technical affairs or business or product plans of either of the parties;

‘Coverage Area(s)’ means the DAB signal coverage area or areas in and around Southampton, Hampshire, in which the DAB Multiplexing and Transmission service will be available to the Radio Station, as broadcast by Winchester DAB;

‘DAB Multiplexing and Transmission service’ means the technical service to be provided by Southampton DAB;

‘Intellectual Property Rights’ means any patents, trade marks, service marks, rights in semi-conductor chip topographies, design rights, registered designs, applications for any of the foregoing, copyright, database rights, know-how and other similar rights or obligations whether registrable or not in any country;

‘Interface Point’ means the interface point, (typically the Internet) or such other interface as Southampton DAB may specify from time to time in writing at which the Radio Station shall make available the Radio Station;

‘Internet’ means the network of interconnecting computer systems known as the Internet that transfers data using Internet Protocol (IP)

‘Launch Date’ means the date on which the Radio Station is first made available in relation to Southampton DAB on Compliant Devices (and Launch shall be interpreted accordingly). The parties estimated Launch Date is set out in the Southampton DAB invoice;

‘Law’ means any law, statute, statutory provision, regulation, by-law or ordinance or subordinate legislation of any Regulator (including any codes of conduct or practice) and/or any provision or condition in any Applicable Licence as the same may from time to time be modified, extended, varied, superseded, replaced, substituted or consolidated during the Term;

‘Losses’ means all claims, demands, actions, losses, damages, expenses, liabilities, judgements, awards, fines, sanctions, penalties, taxes and amounts paid in settlement and shall include, without limitation, reasonable costs, fees and expenses of lawyers, experts, accountants, appraisers, consultants, witnesses, investigators and any other agents reasonably appointed;

‘Ofcom’ means the Office of Communications (or any successor or replacement) established under the provisions contained in the Communications Act 2003;

‘Southampton DAB’ means Southampton Digital Radio Limited (registered number 14340011) whose registered office is at Flat 3, 15 Burnetts Fields, Horton Heath, Eastleigh, Hampshire, England, SO50 7DH;

“Terms & Conditions of Service” used with permission from Winchester DAB Limited.