PART A — SPONSORSHIP AND MEDIA

The following terms apply where the Contract Details specify that the Company is providing sponsorship rights, media inventory or event activations to the Sponsor.

1. Definitions

In this Agreement, the following capitalised words and expressions have the meanings set out below. Other capitalised words used in this Agreement have the meanings given to them in the Contract Details.

Anti-Bribery Legislation
All applicable laws, regulations and codes relating to bribery and corruption.

Business Day
A day other than a Saturday, Sunday or public holiday in England.

Company
Subthread Media Ltd.

Confidential Information
All information disclosed by one Party to the other which is confidential or proprietary in nature.

Content
All advertising, promotional, branding, sponsorship, editorial or marketing material supplied by or on behalf of the Sponsor or created by or on behalf of the Company for the purposes of delivering the Sponsorship Benefits, in any media or format.

Data Protection Laws
All applicable laws relating to data protection, privacy and electronic communications.

Delegate
Any individual attending, accessing or engaging with any Event or Media Property on behalf of the Sponsor, where applicable.

Event(s)
Any live, virtual or hybrid event organised, hosted or delivered by the Company as part of the Sponsorship Benefits, where applicable.

Event Hosting Platform(s)
Any digital, online or third-party platform used to host, distribute or deliver Events or other Media Properties.

Event Marks
The names, logos, trademarks and branding of the Company relating to any Event or Media Property.

Event Venue
Any physical location used for an Event, where applicable.

Fee
The sponsorship fee payable by the Sponsor as set out in the Contract Details.

Force Majeure
Circumstances beyond the reasonable control of a Party which prevent or materially hinder performance of this Agreement.

GDPR
The UK General Data Protection Regulation and EU Regulation 2016/679.

Group Company
Any company that directly or indirectly controls, is controlled by, or is under common control with a Party.

Intellectual Property Rights
All intellectual property rights, including copyrights, trademarks, patents, database rights and design rights.

Losses
All losses, damages, costs, claims, liabilities and expenses.

Media Property / Media Properties
Any platform, channel, publication, website, podcast, newsletter, event, digital product, mailing list, video stream, social media account or other media owned, operated, licensed or controlled by the Company.

Modern Slavery
Slavery, servitude, forced or compulsory labour and human trafficking.

Party
Each of the Company and the Sponsor.

Registration Details
Any registration, access, login or identification details required for access to an Event or Media Property.

Sponsorship Benefits
The sponsorship rights, advertising placements, integrations, promotions, endorsements, branded content or other sponsorship activations to be provided by the Company under this Agreement, as set out in the Contract Details.

Sponsor Marks
The trademarks, logos and branding of the Sponsor.

Sponsor’s Designated Space
Any physical, digital or virtual space, placement or inventory allocated to the Sponsor as part of the Sponsorship Benefits.

Term
The duration of this Agreement as set out in the Contract Details.

Termination Date
The date on which this Agreement terminates.

2. Sponsorship Benefits

2.1 The Company shall provide the Sponsorship Benefits to the Sponsor on the terms of this Agreement. Sponsorship Benefits may be delivered through live, digital, recorded or hybrid formats and may relate to Events and/or Media Properties.

2.2 If the Company is unable to deliver any Sponsorship Benefit as originally agreed, it shall notify the Sponsor as soon as reasonably practicable and use reasonable endeavours to provide alternative benefits of equivalent value.

2.3 The Sponsor shall comply promptly with all reasonable instructions issued by the Company in connection with the delivery, publication or promotion of the Sponsorship Benefits.

3. Content

3.1 All Content is subject to the Company’s prior written approval.

3.2 The Sponsor shall promptly withdraw or amend any Content which has not been approved or which the Company reasonably requires to be removed.

3.3 If the Fee (or any part of it) has not been received by the applicable Content deadline, the Company shall not be obliged to publish, distribute or deliver any Sponsorship Benefits.

3.4 Content must comply with all technical, editorial and formatting requirements specified by the Company.

3.5 The Company may edit or refuse any Content to comply with legal, regulatory, platform-specific or editorial standards.

3.6 Where the Company produces Content on behalf of the Sponsor, drafts shall be submitted for approval, subject to the Company’s right to make reasonable compliance-driven edits.

3.7 The Sponsor warrants that all Content complies with all applicable laws and advertising regulations and does not infringe any third-party rights.

4. Intellectual Property Rights

4.1 The Company grants the Sponsor a worldwide, non-exclusive, royalty-free, non-transferable licence to use the Company’s marks solely to promote the sponsorship.

4.2 The Sponsor grants the Company a worldwide, non-exclusive, royalty-free, non-transferable licence to use the Sponsor Marks for the delivery and promotion of the Sponsorship Benefits.

4.3 Neither Party shall use the other Party’s Intellectual Property Rights outside the scope of this Agreement without prior written consent.

5. Invoicing and Payments

5.1 The Company shall invoice the Sponsor for the Fee as set out in the Contract Details.

5.2 Unless otherwise stated, invoices are payable within 30 days of issue.

5.3 Fees are exclusive of VAT. VAT shall be payable upon receipt of a valid VAT invoice.

5.4 Late payments shall accrue interest at 4% per annum above the Bank of England base rate.

5.5 All payments shall be made without set-off or deduction unless required by law.

6. Company Obligations

6.1 The Company shall use reasonable skill and care in delivering the Sponsorship Benefits.

6.2 The Company may reasonably amend the format, timing, platform or delivery method of the Sponsorship Benefits, including substituting digital delivery or alternative Media Properties.

7. Sponsor Obligations

7.1 The Sponsor shall ensure its representatives comply with this Agreement.

7.2 The Sponsor shall not act in a manner which brings the Company, any Media Property or any Sponsorship Activation into disrepute.

7.3 The Sponsor shall not engage in joint promotions relating to the Sponsorship without the Company’s prior written consent.

8. Confidentiality

8.1 Each Party shall keep the other Party’s Confidential Information confidential and use it solely for the purposes of this Agreement.

8.2 Confidentiality obligations shall not apply to information that is public, lawfully obtained from a third party, or required to be disclosed by law.

9. Data Protection

9.1 Each Party shall comply with all applicable Data Protection Laws.

9.2 Personal data may be processed for administration, delivery, reporting, invoicing, analytics and feedback relating to the Sponsorship Benefits.

10. Cancellation or Modification

10.1 If any Event, Media Property or Sponsorship Activation is cancelled, materially altered or discontinued, the Company may substitute an alternative of equivalent value.

10.2 Where substitution is not reasonably possible, the Sponsor’s sole remedy shall be a pro-rata refund relating to the affected Sponsorship Benefits.

11. Force Majeure

11.1 Neither Party shall be liable for failure or delay caused by Force Majeure.

11.2 If performance is prevented for a prolonged period, the Parties shall discuss a reasonable resolution.

12. Technical Matters

12.1 The Company does not guarantee uninterrupted access, reach, impressions, downloads or engagement metrics.

12.2 The Company shall not be liable for third-party platform outages or technical failures beyond its control.

13. Anti-bribery and Corruption

Each Party shall comply with Anti-Bribery Legislation and maintain appropriate policies and procedures.

14. Modern Slavery

Each Party shall take reasonable steps to prevent Modern Slavery within its operations and supply chains.

15. Indemnities

15.1 The Sponsor shall indemnify the Company against Losses arising from Sponsor Content or breach of this Agreement.

15.2 The Company shall indemnify the Sponsor against Losses arising from the Company’s breach of Data Protection obligations.

16. Limitation of Liability

16.1 Nothing limits liability for death, personal injury or fraud.

16.2 Neither Party shall be liable for indirect or consequential losses.

17. Termination

17.1 Either Party may terminate for material breach not remedied within a reasonable period.

17.2 Termination shall not affect accrued rights or obligations.

18. Assignment

18.1 The Company may assign or subcontract this Agreement.

18.2 The Sponsor may not assign without prior written consent, save to an affiliate or purchaser of its business.

19. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

PART B — FILMING AND PRODUCTION SERVICES

The following terms apply where the Contract Details specify that the Company is providing filming, production or post-production services to the Client. In the event of conflict between this Part B and the terms above, this Part B shall prevail in relation to those services.

20. Filming and Production Services

Scope of Services

20.1  Where agreed in the Contract Details, the Company shall provide some or all of the following services (the "Production Services"): on-site event filming; interview and talking-head shoots; post-production and editing; and delivery of final assets including cut-downs, social clips and other agreed formats.

20.2  The specific deliverables, timelines, formats and any technical specifications shall be agreed in writing between the Parties prior to commencement of the Production Services.

20.3  Any material changes to the agreed scope, including additional shoot days, significant changes to edit structure or additional deliverable formats, shall be subject to a separate written change order and may attract additional fees.

Client Obligations

20.4  The Client shall provide the Company with all reasonable access, permissions and cooperation required to carry out the Production Services, including access to venues, personnel and any third-party materials required.

20.5  The Client shall be responsible for obtaining all necessary third-party consents, venue permissions, and releases from any individuals featured in the footage, unless otherwise agreed in writing.

20.6  The Client shall review and provide consolidated feedback on any draft edits within the timeframe specified in the Contract Details. Failure to provide feedback within the agreed timeframe may result in delays, for which the Company shall bear no liability.

20.7  The Client shall ensure that any materials, branding, music or other content supplied to the Company for inclusion in deliverables are cleared for use and do not infringe any third-party rights.

Revision and Approval

20.8  Unless otherwise stated in the Contract Details, the Company shall provide up to two rounds of revisions per deliverable following initial delivery of a draft edit.

20.9  Additional revision rounds requested by the Client beyond those included in the agreed scope may be charged at the Company's standard day rate or as otherwise agreed in writing.

20.10  Final assets shall be deemed approved and accepted by the Client if no written objection is received within five Business Days of delivery of the final version.

Intellectual Property in Production Services

20.11  All raw footage, rushes and working files captured or created by the Company in the course of delivering the Production Services shall remain the property of the Company unless otherwise agreed in writing.

20.12  Upon receipt of payment in full, the Company grants the Client a perpetual, non-exclusive, royalty-free licence to use the agreed final deliverables for the purposes set out in the Contract Details.

20.13  The Company reserves the right to use footage, stills and final deliverables in its own portfolio, showreel and promotional materials unless the Client expressly requests otherwise in writing prior to commencement of the Production Services.

20.14  The Client shall not alter, re-edit or create derivative works from the final deliverables without the Company's prior written consent.

Delivery and Archiving

20.15  Final deliverables shall be delivered in the formats and via the method specified in the Contract Details. The Company shall not be liable for compatibility issues arising from the Client's systems or platforms.

20.16  The Company shall retain raw footage and project files for a period of 30 days following final delivery, after which such materials may be deleted. Longer archiving arrangements may be agreed separately and may attract additional fees.

20.17  Risk in delivered files passes to the Client upon delivery to the agreed transfer location.

Cancellation and Postponement

20.18  If the Client cancels a confirmed shoot or production engagement with less than five Business Days' notice, the Company reserves the right to retain any deposit paid and to charge a cancellation fee of up to 50% of the remaining Fee attributable to that engagement.

20.19  If the Client postpones a confirmed shoot, the Company shall use reasonable endeavours to accommodate the new date, subject to availability. Any additional costs arising from the postponement shall be borne by the Client.

20.20  If the Company is unable to deliver the Production Services due to circumstances within its control, it shall use reasonable endeavours to reschedule or provide a suitable alternative. Where this is not possible, the Client's sole remedy shall be a pro-rata refund of the Fee attributable to the undelivered services.

21. Retainer Arrangements

Scope and Application

21.1  Where the Contract Details specify that the Production Services are to be provided on a retainer basis, the terms of this Section 21 shall apply in addition to Section 20 and shall prevail in the event of any conflict.

21.2  A retainer arrangement means the Company agrees to provide an agreed scope of Production Services on a recurring basis over a fixed term, as set out in the Contract Details (the "Retainer Term"). Unless otherwise stated, the standard Retainer Term is six months from the Effective Date.

21.3  The specific services, volume, frequency and deliverables included within the retainer shall be agreed in writing at the outset and set out in the Contract Details. Services not included within the agreed retainer scope may be quoted and invoiced separately.

Fees and Payment

21.4  The retainer fee shall be payable monthly in advance on the dates set out in the Contract Details. The Company shall have no obligation to commence or continue delivery of services in any month in which the retainer fee has not been received by the due date.

21.5  Retainer fees are fixed for the duration of the Retainer Term and are not contingent on the volume of services actually used by the Client in any given month. Unused capacity in any month does not carry over or entitle the Client to a credit or refund.

21.6  At the end of the Retainer Term, the Company may propose revised fees for any renewal period. If no renewal is agreed, the Agreement shall expire at the end of the Retainer Term unless otherwise agreed in writing.

Minimum Term and Cancellation

21.7  The Client commits to the full Retainer Term as set out in the Contract Details. The retainer may not be cancelled, suspended or terminated early by the Client except in the circumstances set out in clause 21.8.

21.8  The Client may terminate the retainer early only in the event of a material breach by the Company that remains unremedied for 14 days following written notice. In all other circumstances, all retainer fees for the remainder of the Retainer Term shall remain due and payable in full.

21.9  For the avoidance of doubt, the Client shall not be entitled to withhold or reduce retainer fees on the basis that it no longer requires the services, has reduced internal activity, or has engaged a third party to provide similar services.

21.10  The Company may terminate the retainer early in the event of the Client's material breach or failure to pay any invoice within 14 days of its due date, without prejudice to any amounts already owed.

Renewal

21.11  Unless either Party gives written notice of non-renewal at least 30 days before the end of the Retainer Term, the retainer shall automatically renew for a further period of the same duration on the same terms, subject to any fee adjustments agreed under clause 21.6.

21.12  Either Party may opt out of automatic renewal by providing written notice no later than 30 days before the end of the then-current Retainer Term.

Execution

This Agreement is executed by the Parties as of the Effective Date set out in the Contract Details.