Definitions and Interpretation

1. Definitions and Interpretation

1.1 Unless the context requires otherwise, capitalised words and phrases have the meaning assigned to them as follows or in the body of these Terms & Conditions:

“Adoption Agreement”: an agreement entered into by another Sky Group entity and you adopting these Terms & Conditions and, as applicable, any Order;

“Agreement”: the contract constituted by your acceptance of an Order that incorporates these Terms and Conditions, in accordance with clause 2;

“Business Information”: any Order, data, documents, databases, designs, schedules, instructions, plans, specifications, sketches, models, samples, technical information and/or other information written, oral or otherwise of any type, however disclosed, relating to the business activities of the Sky Group or Service Beneficiaries;

"Control" shall mean the power of a person, company, association or other separate legal entity to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such person) that the affairs of another are conducted in accordance with its wishes and "Controlled" shall be construed accordingly;

“Deliverables”: the goods, materials, licences and/or services (and any physical results thereof) described in or otherwise required or delivered pursuant to the Agreement;

“Indemnified Entity”: any Sky Group member and/or Service Beneficiary;

“IPR”: all copyrights and all rights in patents, databases, designs, trademarks, trade names, domain names, service marks, trade secrets, know-how and other intellectual property rights (registered or unregistered) and all applications for the same and all rights having similar effect anywhere in the world;

“Law”: any of the following: (a) any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time; (b) the common law and the law of equity; (c) any binding court order, judgment or decree; (d) any applicable industry code, policy or standard enforceable by law; and (e) any applicable legally binding direction, policy, requirement, code, principle, rule or order that is given by a regulator;

“Loss”: all losses (including fines, penalties and tax liabilities), demands, liabilities, claims (threatened or actual), proceedings and damages and all related costs, expenses and payments, including those made to third parties (including additional taxes, irrecoverable VAT, legal fees and disbursements and costs of investigation, litigation, settlement, judgment and interest);

“Order”: the purchase order detailing, amongst other things, the Deliverables, and the charges that together with these Terms and Conditions forms the Agreement;

“personal data”, “controller”, “data subject”, “processing” and “sensitive personal data” have the meanings given to them in Directive 95/46/EC (the “Directive”) and associated local Law;

“Service Beneficiary”: any Service Provider or Service Recipient;

“Service Provider” means any service provider of the Sky Group;

“Service Recipient” means (a) any joint venture entity to whom we provide technical, infrastructure or enterprise services as part of such joint venture; and (b) any of our customers receiving our products and services;

“Sky Environmental Policy”: the latest version is available at https://www.skygroup.sky/suppliers;

“Sky Group”: means Sky Limited any legal entity that: (a) is a direct or indirect parent or subsidiary undertaking of Sky Limited as defined in s1162 of the Companies Act, 2006 (as amended); or (b) directly or indirectly: (i) is Controlled by Sky Limited (ii) Controls Sky Limited; or (iii) is under substantially common Control with Sky Limited;

“Sky Limited”: means the entity currently named Sky Limited, incorporated in England & Wales with registered company number 02247735;

“Sky Security Standard”: the Sky Security Standard available here, as amended from time to time;

“Sky, we, us, our” means the Sky Group entity raising the Order;

“Special Terms and Conditions” means a variation of these Terms and Conditions agreed and signed by you and us which applies to a particular Order or is to apply as a framework to a number of Orders to be raised for specific goods, services and licences under these Terms and Conditions;

“Supplier” or “you”: you, the addressee of an Order;

“Supplier Personnel”: as defined in clause 13.1; and

“Third Party Act” means the Contracts (Rights of Third Parties) Act 1999.

1.2 Words importing the singular include the plural and vice versa; persons include unincorporated associations, partnerships and any entity with legal standing. References to “include” or “including” are construed as being without limitation. Clause headings are for ease of reference only and do not affect the interpretation or construction of the Agreement. References to a particular Law or provision of Law shall be construed as a reference to such Law or provision as amended and in force from time to time and to any Law which replaces, re-enacts or consolidates (with or without modification) any such Law. A reference to any remedy, consequence or right of a party pursuant to a breach of a provision by the other party does not limit any other right or remedy of the party unless it is expressly stated to do so. References to “any” means “any” or “all” as the context requires.