(A)   This Agreement is made pursuant to paragraph 2 of Schedule 2 of the Code (as defined in clause 1).
(B)   The Company benefits from powers under the Code.
(C)   The Grantor is the owner of the Property (as defined in clause 1).




1.1 The following definitions apply in this Agreement:

"Act" means the Communications Act 2003, as amended by the Digital Economy Act 2017;

"Code" means the Electronic Communications Code as set out in Schedule 3A to the Act as amended by the Digital Economy Act 2017;

"Electronic Communications Service" has the same meaning that is given to that expression in the Act;

"Operational Land" means the part of the Property which comprises a strip of land running over and to either side of the location of the Permitted Apparatus as shown on the Plans;

"Permitted Apparatus" means a cable and associated apparatus under or over the Property in accordance with the Plans being Electronic Communications Apparatus (as defined by the Code) and which is to be supplied by the Company;

"Plans" means the drawing(s) and method statement referred to and annexed to this Agreement;

“Property” As described in Schedule 1;

"Works" means any works to the Property necessary to install, use, keep, operate, maintain, repair, substitute, renew and remove the Permitted Apparatus.

"Term" The term commencing on the Commencement Date and continuing for 10 full calendar years (plus any partial calendar month in which the Commencement Date falls), subject to early termination as provided in clause 7.


1.2 Reference to any statute or statutory provision includes a reference to the statutory provision as from time to time amended, extended or re-enacted.

1.3 Reference to the alteration of the Permitted Apparatus includes reference to the moving or relocation of the Permitted Apparatus or any part of it but does not include reference to the removal of the Permitted Apparatus.

1.4 Reference to any property includes the whole or any part of it, unless expressly stated otherwise.



2.1 It is agreed by the Grantor that the Company, and its duly authorised agents will be entitled:

2.1.1 to install, use, keep, operate, maintain, repair, substitute, renew and remove the Permitted Apparatus in, on, under or over the Property;

2.1.2 for the purpose of clause 2.1.1 to enter into and upon the Property at reasonable times giving the Grantor prior reasonable written notice (except in the case of emergency) with or without workmen, vehicles (where appropriate), plant equipment or machinery to carry out the Works; and

2.1.3 to use the Permitted Apparatus for the purpose of providing Electronic Communications Service at the Property; until determined pursuant to clause 7 of this Agreement, together "the Rights".



3.1 The Company covenants with the Grantor that it will:

3.1.1 carry out the Works in accordance with the Plans in a proper and workmanlike manner taking all reasonable precautions to avoid obstructions or interference with the use of the Property or any adjoining property and so as to cause as little damage, nuisance and inconvenience as possible to the Grantor and any tenants or occupiers of the Property and any adjoining property;

3.1.2 pay all rates or other charges which may be levied in respect of the Permitted Apparatus or the right granted under this Agreement.

3.1.3 carry out and complete the Works and use and operate the Permitted Apparatus and maintain and keep the Permitted Apparatus in good repair and condition and so as not to be a danger to the Grantor, its employees or property or any tenants or occupiers of the Property and in accordance in all respects with all relevant legislation (including without limitation the guidelines covering electronic communications apparatus provided by Public Health England and the International Commission for Non-Ionizing Radiation Protection or any successor bodies or agencies);

3.1.4 use all reasonable endeavours not to use any part of the Property other than the Operational Land for the carrying out of the Works save where it would be impossible not to use some part of the Property in addition to the Operational Land and for which the Grantor's prior approval has been obtained (such approval not to be unreasonably withheld or delayed);

3.1.5 as soon as possible make good to the reasonable satisfaction of the Grantor all damage caused to the Property or any adjoining property arising as a result of the carrying out of the Works or any related works to which the Grantor has consented pursuant to this Agreement;

3.1.6 give to the Grantor not less than seven days' prior written notice (except in case of emergency works (as defined by the Code) when such length of notice as is reasonably practicable will be given) of its intention to install, repair, substitute, renew or remove the Permitted Apparatus;

3.1.7 maintain insurance of not less than five million pounds (£5,000,000) with a reputable insurance company against public liability and other third party liability in connection with any injury, death, loss or damage to any persons or property belonging to any third party arising out of the exercise by the Company, its employees, agents or any person under its control of the rights hereby granted, and will provide details of such insurance to the Grantor upon request and evidence that it is in force.



4.1 Subject to clauses 4.2 and 4.3 below the Company shall indemnify the Grantor against all losses, actions, claims, demands, compensation, damages, costs and expenses and increased costs and expenses PROVIDED THAT the Company’s liability under this clause and otherwise pursuant to this Agreement or at law shall not exceed a maximum of five million pounds (£5,000,000), relating to or arising directly from the installation of the Permitted Apparatus, the retention and use of it; and/or it remaining in or on the Property after the termination of this Agreement including (without limitation) any such:

(a) arising from delay to or abandonment of or re-design of works to repair, renew, redevelop, refurbish, alter, improve or change the use of the Property or any adjoining property or plant and machinery serving it and/or loss of rent and/or the difference between the value of the Grantor's interest in the Property with the Permitted Apparatus installed on it and the value of that interest with the Permitted Apparatus removed from it; and

(b) arising out of any breach of any obligation owed by the company under this Agreement;

(c) arising out of the Company serving a counter notice following the Grantor serving notice on the Company under paragraph 31 of the Code.

4.2 The Company:

4.2.1 does not restrict or limit its liability in respect of any claim in respect of death or personal injury arising through negligence; and

4.2.2 shall, subject as mentioned in clause 4.2.1, have its maximum liability arising under or in connection with this Agreement limited to five million pounds (£5,000,000) in respect of any claim or series of connected claims.

4.3 Where a payment falls to be made by the Company to the Grantor under this Agreement by way of indemnity the Grantor shall not admit settle or compromise any losses, actions, claims, demands, compensation or damages without the consent of the Company or its insurers (which shall not be unreasonably withheld or delayed) and shall use reasonable endeavours to mitigate its losses.



5.1 Without prejudice to the provisions of paragraph 31 of the Code, if the Grantor reasonably requires the alteration of the Permitted Apparatus to enable the Property to be repaired, renewed, redeveloped, refurbished, altered, improved, added to or the use of it changed or to permit plant and machinery serving the Property to be installed or renewed or replaced, the Company agrees to alter the Permitted Apparatus upon not less than three months' written notice from the Grantor as detailed in the Grantor's written notice.

5.2 Following service of a notice under clause 5.1 the Grantor will consult with the Company and use reasonable endeavours to find an alternative location for the Permitted Apparatus reasonably satisfactory to both parties and taking into account the Company's reasonable requirements, which do not hinder, prevent or impede or increase the cost of the works referred to in clause 5.1.

5.3 As soon as reasonably practicable after the identification of an alternative location pursuant to clause 5.2 the Company shall relocate the Permitted Apparatus at its sole cost in a timely manner and in accordance with the provisions of this Agreement.

5.4 If the Permitted Apparatus is relocated, the provisions of this Agreement will continue to apply to the Property and the Permitted Apparatus in their altered location but if the Grantor requires the Company will accept (and execute and deliver a counterpart of) a further wayleave agreement taking effect on the date of the relocation of the Permitted Apparatus on the same terms, provisions and conditions as this Agreement with such amendments as are required to describe the alteration to the Permitted Apparatus that has been agreed between the parties.

5.5 If the Grantor does not require a new wayleave agreement to be entered into under clause 5.4, the Grantor and the Company will each sign a memorandum which will include details of the alteration to the Permitted Apparatus and will each send the signed memorandum to the other parties within one month of the date of alteration of the Permitted Apparatus.

5.6 If the parties are unable to agree upon an alternative location for the Permitted Apparatus by the expiry of the written notice given by the Grantor in accordance with clause 5.1, either party may refer the matter for determination under clause 9.

5.7 Any alteration to the Permitted Apparatus under this clause 5 that is reasonably required by the Grantor shall not affect the Company's ability to fulfil its Electronic Communications Service obligations to the tenants or occupiers at the Property insofar as is reasonably possible until this Agreement is determined under clause 7.



If it is demonstrated by the Grantor that the Permitted Apparatus is materially interfering (electronically, electromagnetically, mechanically or otherwise) with the operation of other equipment now or at any time after the date of this Agreement installed at the Property, all parties will co-operate and use reasonable endeavours in achieving a technical solution to the problem.



7.1 This Agreement will terminate automatically without notice in the event of:

7.1.1 the Company removing the Permitted Apparatus;

7.1.2 the Company ceasing to be a person to whom the Code is applied;

7.2 The Grantor may determine this Agreement by giving the Company not less than 12 months' prior written notice under paragraph 31 of the Code if:

7.2.1 the Property is required for or in connection with any demolition, redevelopment, renewal refurbishment, improvement, alteration or change of use of the Property any part of it and such demolition, redevelopment, renewal, refurbishment, improvement, alteration or change of use cannot reasonably be carried out within the removal of the Permitted Apparatus provided than an alteration under clause 4 is not possible;

7.2.2 the Agreement ought to come to an end as a result of substantial breaches by the Company of its obligations under the terms of this Agreement as demonstrated by the Grantor in writing;

7.2.3 the prejudice caused to the Grantor by the continuation of this Agreement is incapable of being adequately compensated by money and the public benefit likely to result from the continuation of the Agreement does not outweigh the prejudice to the Grantor.

7.3 Upon determination of this Agreement and regardless of the cause thereof, the Company shall at the Company's own cost and expense immediately:

7.3.1 remove and dispose of all Permitted Apparatus;

7.3.2 make good all damage arising out or incidental to such removal as soon as reasonably practicable;

7.4 if the Company fails to remove all of the Permitted Apparatus within the 20 days following termination of this Agreement then it is agreed that the Grantor shall be entitled to effect such removal and shall be reimbursed for all costs in doing so by the Company.



8.1 The Company may assign and/or novate this Agreement to another operator who will be bound by its terms with effect from the date of assignment.

8.2 The Company may only share the Permitted Apparatus with another operator if any changes as a result of sharing have no adverse impact or no more than minimal adverse impact on its appearance.

8.3 The Company shall furnish full details to the Grantor of any other operator with whom the Company shares the Permitted Apparatus, as soon as is reasonably practicable after the Permitted Apparatus becomes shared with another sharing operator.



9.1 If any dispute or difference arises between the parties concerning the interpretation of this Agreement; or in connection with clause 5.2 of this Agreement, such dispute or difference will be referred to a single arbitrator where the parties can agree on one, or otherwise to an arbitrator appointed by the President of the Royal Institution of Chartered Surveyors on the application of either party, and in any case the Arbitration Act 1996 will apply to the reference.

9.2 If the arbitrator determines pursuant to clause 5.6 that there is not available an alternative location for the Permitted Apparatus which is reasonably satisfactory to all parties, then at any time thereafter the Grantor may by not less than 30 days' written notice terminate this Agreement and the provisions of clause 7.3 will apply.



Nothing in this Agreement will prevent or restrict the Grantor from altering, amending, developing or redeveloping the Property or any other buildings, property or land.



Any notice given by any party to this Agreement must be in writing and will be deemed to have been given to the other if such notice is served by hand (in which case service will be deemed effective immediately) or if such notice is sent by registered or recorded post and addressed to the last known address of that party, in which case service will be deemed effective forty-eight (48) hours after posting.



This Agreement is governed by English law and disputes not dealt with by clause 9 will be decided in the English courts.



Unless expressly stated nothing in this Agreement will create any rights in favour of any person pursuant to the Contracts (Rights of Third Parties) Act 1999.



14.1 It is agreed that no relationship of landlord and tenant is created by this Agreement between the Grantor and the Company;

14.2 The Grantor has obtained the consent of any landlord mortgagee, covenantee or other person necessary to enter into and give full effect to this Agreement.

14.3 The Permitted Apparatus will at all times remain the property of the Company.

14.4 This Agreement will not apply to any part of the Property which is or (from the date of such adoption) becomes adopted as highway maintainable at the public expense.

14.5 This Agreement is the entire agreement between the Grantor and the Company relating to the Permitted Apparatus at the Property.

14.6 Each covenant and provision of this Agreement will be construed as a separate covenant or provision and if one or more of them is considered unenforceable or unlawful for whatever reason then that covenant or provision will be deemed deleted but the enforceability of the remainder of this Agreement will not be affected.