General Terms
This English text is a translation provided for information only. The Bulgarian version is the legally binding version. For any questions please contact office@aivitel.com.
GENERAL TERMS
for television content distribution agreements
I. SUBJECT MATTER AND GENERAL PROVISIONS
1.1. These General Terms govern the relationship between Aivitel Ltd, company No. 200987896, acting as a provider of linear and non-linear media services, producing television programmes and acting as a commission agent within the meaning of the Commerce Act, on the one hand (referred to as the „Provider“), and an undertaking providing public electronic communications services — the distribution of radio and television programmes (referred to as the „Operator“), on the other hand.
1.2. The Provider is entitled to grant Operators a non-exclusive right to distribute the television programmes specified in the individual agreements. The Provider grants the Operator a non-exclusive right for the purpose of distributing the Programmes (by one or more technical means, in accordance with the individual agreement) to the Operator’s Subscribers.
1.3. By signing an individual Agreement for the grant of the non-exclusive right to distribute the Programmes, or from the moment distribution of the Programmes commences, the Operator accepts these General Terms. For the avoidance of doubt, the non-exclusive rights granted do not affect the Provider’s right to distribute the Programmes itself and to grant non-exclusive rights to other Operators at its own discretion.
II. DEFINITIONS
Throughout the Agreement the following words and expressions have the meanings set out below, unless the context requires otherwise:
2.1. „Subscriber“ means any holder of one or more connections to the Network through which the Television Content is received lawfully, i.e. on the basis of an agreement with the Operator. A person is counted as one Subscriber regardless of whether the Service is used on the basis of one or several connections to the Network, regardless of the number of receiving devices (for example set-top boxes) and regardless of the number of addresses. Persons with a valid agreement but an inactive Service (suspended for non-payment or not installed) are not counted as Subscribers. For the purposes of the Agreement, the term „Subscriber“ refers to „Private subscribers“.
2.2. „Applicable law“ means any law and/or subordinate legislation in force affecting the Operator and/or the Provider and/or the Television Content.
2.3. „Coaxial cable“ means a medium for the transmission of electromagnetic signals, including television, internet and other additional services.
2.4. „Provider’s trade mark“ means a trade mark registered or applied for by the Provider or a third party which designates the Television Content and which the Provider is entitled to make available to the Operator for the purposes of the Agreement.
2.5. „Network“ means any electronic communications network (cable or satellite) owned, used or controlled by the Operator, through which it distributes the Television Content and provides the Service to Subscribers.
2.6. „Multiscreen“ means a service or technology for providing the Television Content together with catch-up, time shift, start-over and nPVR via a web browser and/or an application for various end devices of authorised Subscribers, linked to a subscription to a Television Package.
2.7. „Economy package“ means a package of television programmes distributed by the Operator which includes „must carry“ channels and to which all Subscribers must subscribe before receiving any other package.
2.8. „Public subscriber“ means any commercial establishment or organisation providing services to the public: catering establishments, sports/fitness facilities, bars, restaurants, casinos and others.
2.9. „Basic package“ means the package comprising the channels of the Economy package plus additional channels; the most widely distributed package after the Economy package.
2.10. „Extended package“ means the package comprising the channels of the Economy and Basic packages plus additional channels — the third most widely distributed package.
2.11. „Related party“ means a company related to the Operator within the meaning of the Commerce Act.
2.12. „Television package“ means any package of television programmes offered and distributed by the Operator as part of the Service.
2.13. „Television Content“ means the television programme specified in the agreement which, as at the date of signature of the Agreement, is distributed by cable and satellite on the basis of decisions of the Council for Electronic Media or another licensing body and the registration certificate specified in the agreement.
2.14. „Commercial subscriber“ means a sole trader, legal entity or organisation operating premises with multiple jointly occupied units (hotels, motels, guest houses, prisons, hospitals, care homes, ships and all premises for temporary/permanent accommodation, office or business use).
2.15. „The Service“ means any television service provided by the Operator to Subscribers via the Network, giving access to television through IPTV, OTT, CATV, optical cable, coaxial cable, copper pair and/or satellite (DTH), including the interactive functionalities Catch-up, nPVR and Timeshift.
2.16. „Private subscriber“ means a single private household using the Service via the Network.
2.17. „CATV“ (community access television) — a closed network of fixed optical, coaxial or hybrid cables carrying signals to Subscribers’ television sets and/or digital receiving devices.
2.18. „Catch-up“ — a service allowing the Subscriber to watch the programming of the preceding 7 (seven) days, recorded on the Operator’s servers.
2.19. „DTH“ (direct to home) — a technology for receiving satellite television by means of an individual satellite system at the place of use.
2.20. „IPTV“ — a converged service for delivering multimedia content to end users via an IP-based platform with guaranteed quality, including Catch-up, nPVR and Timeshift.
2.21. „nPVR“ — a service allowing the Subscriber to record a defined volume of Television Content on the Operator’s server for later viewing.
2.22. „OTT“ — a service or technology for providing the Television Content via a web browser and/or an application for various end devices, which is not linked to a subscription to a Television Package.
2.23. „Timeshift“ — a service allowing a television programme to be paused, fast-forwarded and rewound within a given time interval.
2.24. „Watch from Start“ — a functionality allowing Subscribers to watch content from the very beginning, with the ability to fast-forward and pause.
III. SUBJECT OF THE AGREEMENT
3.1. The subject of the Agreement — including the distribution rights, the technical means, the geographical coverage and the platform — is set out in the individual Agreement.
3.2. The Operator acquires the rights under clause 2.1 without any obligation to distribute the Television Content by all of the technical means provided for.
3.3. The costs of providing access to the Television Content from the Delivery Point to the Subscribers are borne entirely by the Operator.
IV. DELIVERY OF THE TELEVISION CONTENT
4.1. The Provider makes the Television Content available to the Operator in SD format via IP connectivity through the BIX or Netix.net systems, or through a direct connection at Daticum DC.
4.2. The Provider is entitled to change the technical parameters unilaterally upon prior notice of not less than 1 (one) month, ensuring unimpeded reception in accordance with the new parameters.
4.3. The Operator maintains, at its own expense, the equipment required to receive and distribute the signal.
V. OBLIGATIONS OF THE PARTIES
5.1. Obligations of the Provider
5.1.1. The Provider undertakes to grant the Operator the use of the non-exclusive rights that are the subject of the Agreement.
5.1.2. The Provider undertakes to deliver, at its own expense, the signal of the Television Content to the designated Delivery Point.
5.1.3. In the event of an interruption of transmission, the Provider undertakes to restore transmission at its own expense within 24 (twenty-four) hours.
5.1.4. The Provider undertakes to give advance notice, not less than 10 (ten) days, of planned changes to the technical parameters of transmission.
5.1.5. The Provider undertakes to notify the Operator in advance of planned interruptions and of the time required to remedy them.
5.2. Obligations of the Operator
5.2.1. The Operator undertakes to distribute the Television Content without alteration — without cuts, deletions or the addition of any signs — save with the Provider’s express written consent.
5.2.2. The Operator may not impair the integrity of the Television Content, interrupt, re-edit or copy it, or broadcast its own advertising within it, nor make the content available to third parties without written consent.
5.2.3. The Operator undertakes to provide, at its own expense, the equipment necessary for high-quality retransmission over the Network. Interruptions relating to technical problems do not give rise to any obligation to compensate the Provider.
5.2.4. The Operator distributes the Television Content in a Television Package of its own choosing.
5.2.5. The Operator may not use the Television Content in any manner other than that specified in the Agreement.
VI. REMUNERATION AND METHOD OF PAYMENT
6.1. The amount of the monthly licence fee is set out in the individual Agreement.
6.2. The Provider issues an invoice by the 15th day of the month to which it relates. The remuneration is payable irrespective of the number of Subscribers and irrespective of whether the Service has been provided.
6.3. The Operator pays within 30 (thirty) days of receipt of the invoice. The invoice is issued after the 1st day of the current month.
6.4. In each subsequent calendar year the Licence fee increases by 5%. Upon renewal of the Agreement the increase continues to apply.
6.5. The Operator pays into the Provider’s bank account stated on the invoice.
VII. INTELLECTUAL PROPERTY RIGHTS
7.1. The Provider warrants that it is duly authorised by the relevant rights holder and holds all powers necessary to conclude the Agreement, including that: (a) the rights in the Television Content are subject to intellectual property and protection; (b) relations with all copyright holders concerning the primary broadcast have been settled; (c) the Television Content complies with applicable law.
7.2. The Provider grants the Operator the right to use the rights holder’s trade marks for advertising and promoting the Service.
7.3. Each Party submits for prior approval any promotional materials containing the other Party’s trade marks. Approval is not required where the Provider’s trade mark is used on its own to present the Service.
VIII. TERM AND TERMINATION
8.1. The term and the effective date are set out in the individual Agreement. If, at least 1 (one) month before expiry of the agreed term, neither Party notifies the other in writing that it wishes the Agreement to terminate on expiry of that term, the Agreement continues in force for successive periods of 1 (one) year.
8.2. The Agreement terminates: (a) by written notice upon expiry of the term; (b) by mutual written consent; (c) by written notice from the Party not in default where a breach has not been remedied within a period of not less than 14 days; (d) upon a statutory or administrative decision requiring termination.
8.3. The Operator may terminate early on 90 (ninety) days’ written notice, its financial obligations remaining unchanged until the end of the agreed term.
8.4. The Provider may terminate early on 90 (ninety) days’ written notice if it loses its rights. In that case no penalties or damages are payable.
IX. CONFIDENTIALITY
9.1. All clauses of the Agreement and its annexes are confidential. The Parties do not disclose Confidential information to third parties, except to: related parties, auditors and advisers (where necessary); information that has become public knowledge through no fault of the Party; and cases of disclosure required by a court or a competent authority.
X. INDEMNITIES
10.1. The Provider indemnifies the Operator against third-party claims, losses and expenses arising from the Provider’s failure to perform its obligations or from untrue declarations under section VI.
10.2. The Operator indemnifies the Provider against third-party claims arising from the Operator’s failure to perform its obligations.
10.3. Each Party immediately notifies the other in writing upon receipt of third-party complaints or claims and keeps it informed periodically of the progress of the action taken.
10.4. The provisions of clause 10 survive termination of the Agreement.
XI. ASSIGNMENT AND ACQUISITION
11.1. Neither Party assigns rights or obligations without the prior written consent of the other Party.
11.2. The Provider may assign rights and obligations to a company under its control, provided that such company assumes all obligations under the Agreement.
11.3. Where the Operator acquires another company providing a television service, the Operator immediately notifies the Provider of the date of acquisition, the name and the number of customers acquired.
11.4. Where an operator holding an agreement with the Provider is acquired, the amounts due under its agreement are added automatically as from the date of acquisition.
11.5. Where an operator without an agreement with the Provider is acquired, the addition of the Television Content is agreed separately.
XII. FORCE MAJEURE
12.1. The Parties are not liable for non-performance due to force majeure within the meaning of the Commerce Act (civil unrest, war, natural disasters, technical problems with transmission, interruption of electricity or internet supply, epidemics and others).
12.2. The affected Party notifies the other in writing within 5 working days of the occurrence of the event.
12.3. For as long as the force majeure continues, performance and the corresponding obligations are suspended.
12.4. If the force majeure lasts more than 30 days, either Party may terminate the Agreement by written notice with immediate effect.
XIII. REPORTING BY THE OPERATOR
13.1. The Operator undertakes to provide the Provider, every 6 (six) months and by the 10th day of the month following the reporting period, with a written report containing: (a) the number of active Subscribers receiving the Television Content; (b) the localities in which the Service is provided; (c) the position(s) of the Television Content in the packages offered by the Operator — package name and channel number.
13.2. The report is provided using the template annexed to these General Terms, or in free form containing the data listed, signed by a representative of the Operator.
13.3. Where a discrepancy is established between the data declared and the actual position, the Provider is entitled to request an adjustment of the Licence fee with effect from the date on which the change occurred.
XIV. POSITIONING OF THE TELEVISION CONTENT
14.1. The Operator undertakes to distribute the Television Content in a visible and accessible position within the relevant television package agreed with the Provider.
14.2. The Operator may not change the package in which the Television Content is distributed without the Provider’s prior written consent.
14.3. Any change to the channel position or to the package is reflected in the next six-monthly report under clause 12.1 and notified in writing within 7 (seven) days before the change.
XV. CHANGE OF CONTROL
15.1. The Operator notifies the Provider in writing immediately, and no later than 7 (seven) days, in the event of: (a) a change in the persons exercising control over the Operator within the meaning of the Commerce Act; (b) acquisition of the Operator by a third party; (c) a merger, amalgamation or division of the Operator.
15.2. Upon the occurrence of an event under clause 14.1, the Provider is entitled, within 30 (thirty) days, to terminate the Agreement by written notice if the change of control materially affects performance of the Agreement or the Provider’s interests.
15.3. If the notification obligation under clause 14.1 is not complied with, the Operator owes the Provider a penalty equal to three months’ Licence fee.
XVI. ANTI-CORRUPTION AND SANCTIONS
16.1. The Operator, together with its related companies, directors and employees, declares that it has not given, offered, promised or authorised the giving — directly or indirectly — of anything of value to a public official or to a candidate for political office in order to obtain an improper business advantage, and undertakes not to do so for the term of the Agreement.
16.2. The Operator declares that: (a) it has not been identified as a target of international sanctions of the EU, the UN, the USA or the United Kingdom; (b) it is not controlled or owned by a sanctioned person; (c) it is not established in, owned or controlled by a person resident or established in a country subject to international sanctions.
16.3. Should the circumstances under clause 15.2 change, the Operator immediately notifies the Provider in writing. The Provider reserves the right to terminate the Agreement immediately and without notice in the event of a breach of this provision.
16.4. The Provider conducts its business honestly and transparently, with respect for human rights and for the interests of its employees, customers and partners, and expects the Operator to share the same business values.
XVII. GENERAL PROVISIONS
17.1. All notices are given in writing and sent by registered post, courier or email to the addresses specified in the individual Agreement.
17.2. An electronic statement sent from the contact person’s email address specified in the Agreement is deemed a valid declaration of intent by the relevant Party.
17.3. Statements from an email address not specified in the Agreement are deemed invalid until confirmed.
17.4. An electronic statement is deemed received when it enters the addressee’s information system.
17.5. The Agreement and its annexes constitute the entire agreement and supersede any prior agreements between the Parties.
17.6. The Agreement is effective only for the territory of the Republic of Bulgaria.
17.7. Amendments and supplements are made in writing with the consent of both Parties.
17.8. The Agreement is concluded and construed in accordance with Bulgarian law.
17.9. Disputes are settled by negotiation and, failing agreement, by the competent court in the city of Sofia.
— End of the General Terms (2026 version) —