VM SIM CARD HAS BEEN ISSUED OR
SOLD BY VM THROUGH THE STORES AND WHO HAS TRANSMITTED OR RECEIVED A MESSAGE OVER
THE NETWORK; AND
(B)
IN
RESPECT OF RESIDENTIAL BROADBAND INTERNET, DIGITAL CABLE TELEVISION AND/OR
FIXED-LINE TELEPHONY SERVICES PROVIDED BY THE NTL GROUP FOR SALE OR SUBSCRIPTION
THROUGH THE STORES IN ACCORDANCE WITH THIS AGREEMENT, THE SALE OR SUBSCRIPTION
BY A CUSTOMER TO A NEW RGU (OR REVENUE GENERATING UNIT)."
(II)
PAYMENT OF VOLUME BONUSES IN RESPECT
OF NEW RGUS IS SUBJECT TO THE FOLLOWING PROVISIONS:
(A)
"CUSTOMER" MEANS AN NTL CUSTOMER ACCOUNT HOLDER
WHO IS REGISTERED TO USE ANY OF NTL GROUP'S RESIDENTIAL BROADBAND INTERNET,
DIGITAL CABLE TELEVISION AND/OR FIXED-LINE TELEPHONY SERVICES AND IN WHOSE
PREMISES NTL EQUIPMENT HAS BEEN INSTALLED, WHERE APPLICABLE;
(B)
NO VOLUME BONUS WILL BE PAYABLE:
(AA)
UNLESS AND UNTIL A CUSTOMER REGISTERS AND REMAINS
A CUSTOMER BEYOND ANY CONTRACTUAL OR STATUTORY "COOLING OFF" PERIOD AND A PERSON
WILL NOT BE DEEMED A CUSTOMER IF THAT PERSON EXERCISES ANY RIGHT TO CANCEL THE
CONTRACT OR THE SERVICES ARE TERMINATED FOR ANY REASON DURING THE "COOLING OFF"
PERIOD;
(BB)
IN RESPECT OF CUSTOMERS WHO NTL CANNOT VERIFY AS
HAVING BEEN INTRODUCED VIA THE STORES; AND
(CC)
IN RESPECT OF POTENTIAL CUSTOMERS WHO ARE NOT
ACCEPTED AS CUSTOMERS BY NTL; AND
(C)
THE NTL GROUP SHALL BE ENTITLED TO CLAIM BACK OR
DEDUCT 66% OF THE VOLUME BONUS IF A CUSTOMER CANCELS THE SERVICES OR IF NTL
CANCELS THE CUSTOMER'S ACCOUNT WITHIN 100 DAYS OF AGREEING TO RECEIVE THE
SERVICES FOR ANY REASON. IN THE EVENT OF ANY CLAWBACK, NTL WILL INFORM VR HOW
MANY CUSTOMERS HAVE CANCELLED THE SERVICES OR HOW MANY CUSTOMER ACCOUNTS HAVE
BEEN CANCELLED BY NTL SUBJECT ALWAYS TO NTL'S INTERNAL CONFIDENTIALITY
PROVISIONS AND ONLY FOR THE PURPOSES OF THIS AGREEMENT.
30
8.
In respect of the offer for sale through
any on-line store owned or operated by the NTL Group under the VIRGIN trade
marks of: (i) the categories of products set out in paragraph 6(b) above; and
(ii) Other Equipment to the extent that it falls within the scope the VRL
Licence for the sale of non-music products (such as DVDs, games, hi-fi
equipment, portable audio equipment, TVs, video recorders, camcorders, cameras
and interactive entertainment products (such as computer games)
(but excluding
Core Equipment, Mobile Accessories and Mobile Devices) where NTL Group intends
to:
(a)
re-tender the fulfilment of or renew any
existing or expired supply contracts in respect of such products; or
(b)
engage the services of a third party for
the supply of any of such products,
then it shall:
(i)
notify the Virgin Retail Group of such intention and give the
Virgin Retail Group an opportunity to submit a written proposal relating to the
supply of such products within a time period no less favourable to that given to
all other notified third parties; and
(ii)
where the Virgin Retail Group is able to supply such products on
Reasonable Wholesale Terms within a reasonable time period