Off-Air Freelance Worker Terms & Conditions
1. Contract
1.1 On the separate occasions that You are engaged by BBC CiN (each, a “Booking”), the specific details of that Booking will be set out in BBC CiN’s booking documentation sent to You or (if relevant) the front sheet attached to these terms and conditions (the “Booking Documentation”).
1.2 Together, the Booking Documentation and these terms and conditions constitute the Contract between You and BBC CiN.
1.3 For all other Bookings You will be deemed to have accepted the Contract on the date that You confirm acceptance of the Booking Documentation.
2. BBC CiN Contracting Party and relationship to BBC
2.1 In these terms and conditions:
(a) “BBC CiN” means BBC Children in Need, a company limited by guarantee (number 04723022) and registered charity in England and Wales (number 802052) and Scotland (number SC039557) of 4th Floor, Dock House, Media City UK, Salford, M50 2BH. BBC CiN is the contracting party.
(b) “BBC” means the British Broadcasting Corporation (and/or any relevant member of BBC Group as applicable). BBC CiN is the BBC’s corporate charity. Many of BBC CiN’s policies apply to BBC CiN staff and BBC CiN also facilitates bookings and payments for BBC CiN. For this reason, there are various references to the BBC (and their policies and procedures) within these terms and You must cooperate with the BBC as required as part of this Booking.
(c) “BBC Group” means the BBC and any other company that the BBC controls, directly or indirectly (whether through one or more subsidiaries).
3. Definitions
3.1 In these terms and conditions:
(a) “You” means the individual named in the Booking Documentation;
(b) if You are under the age of 18 then this Contract is: (a) entered into between BBC CiN and Your parent/guardian on Your behalf; and (b) subject to any necessary licence under relevant child licensing regulations being obtained;
(c) “IPR” means all copyright and related rights, rights in designs, trade marks, trade names and domain names, rights in goodwill, get-up, or passing- off, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets), patents and rights to inventions and other proprietary rights in each case in any part of the world and whether registered or unregistered and including all applications for and renewals or extensions of such rights.
4. Time of the Essence
4.1 Where a delivery date is specified in any Booking, timely provision of the services to be provided is of the essence. You agree to notify BBC CiN immediately if You become aware of any likely delay to the performance of the services.
5. Arrangement of Services
5.1 You acknowledge that it is at BBC CiN’s discretion to offer to engage You and that BBC CiN is under no obligation to provide reasons for any decision regarding engagements.
5.2 Once You have accepted a Booking, a contract is in place between You and BBC CiN for services specified in the Booking.
5.3 Each Booking shall be treated as a separate and severable contract and there shall be no relationship between You and BBC CiN during the time You are not booked by BBC CiN.
5.4 Nothing in these terms or the terms of any Bookings shall be deemed to constitute an employment relationship between You and BBC CiN and at no time will an employment contract exist between You and BBC CiN.
5.5 In the event that BBC CiN engages You more than once, this shall not confer any legal rights and will not establish an entitlement to further or regular Bookings with BBC CiN.
6. Right to Work
6.1 Any Booking under these terms is subject to You having and maintaining the right to work in the UK. Failure to provide satisfactory evidence of the right to work in UK before the start of your engagement may result in termination of the Contract.
7. Fee
7.1 In consideration of the services provided, BBC CiN agrees to pay You the Fee set out in Your Booking Documentation (this Fee will actually be paid to you by the BBC on BBC CiN’s behalf as the BBC facilitates the payments for BBC CiN).
7.2 Payments for additional days worked (if applicable) will only be permitted as agreed with Your Booker or BBC CiN contact. Unless otherwise agreed, the fee stated in Your Booking is all inclusive and You will not be owed additional payments e.g. for nights or bank holiday working.
7.3 Payment of the Fee is subject to You having provided BBC CiN with up to date and accurate information required by BBC CiN or the BBC to process the payment and to comply with its statutory obligations, including but not limited to Your National Insurance/Social Security number, Your legal name and Your date of birth.
7.4 You must accept Your booking promptly on the Freelance Payment Portal as set out in Your Booking Documentation.
7.5 For workers engaged on a PAYE basis, all payments will be processed on a weekly payroll cadence, with payment typically made on Fridays, subject to You accepting bookings in the Freelance Payment Portal. Delays in acceptance may impact payment processing and the calculation of deductions, including tax.
7.6 Claims for payments of fees must be made promptly by complying with BBC CiN’s process (which shall be notified to You). BBC CiN shall pay such sums as are due by the end of the week following the week You have claimed payment.
7.7 BBC CiN may withhold payment or part payment where Your services have not been provided in accordance with these terms and conditions and/or Your Booking Documentation and may deduct from payment any sums You owe to BBC CiN whenever such sums were due.
8. Working Time & Holiday
8.1 You agree that for the duration of the engagement under this Contract, You will work such hours as are necessary to fulfil Your obligations hereunder. Your engagement is subject to the provisions of the Working Time Regulations 1998 (as amended from time to time). You hereby acknowledge and agree that Your hours worked may exceed the maximum weekly working time thereunder; provided however, that You may withdraw such agreement by 3 months’ written notice (or, if shorter, a period of written notice equal to the period of Your engagement) to BBC CiN at any time during the engagement. You shall comply with any requests made or measures imposed to enable BBC CiN to monitor Your working time and failure to do so will be a material breach of this Contract by You.
8.2 You are entitled to take 5.6 weeks’ paid holiday in each holiday year (commencing on the first day of Your engagement under this Contract), inclusive of public and bank holidays (with a “week” being calculated by reference to the number of days You work during your engagement.)
8.3 You should take your accrued holiday on dates approved by Your BBC CiN contact. Holiday pay will be paid at the time the holiday is taken. At the end of the Term, You will be paid in lieu of any holiday accrued in the current holiday year but not taken, or will be required to repay BBC CiN for any holiday taken in excess of Your accrued entitlement.
9. Expenses
9.1 Where expenses have been agreed for a particular Booking, it is a condition precedent of BBC CiN making any payment to You that the expenses have been reasonably, properly and necessarily incurred by You in the performance of the services, that the expenses do not exceed those which a BBC CiN employee would have been entitled to incur under applicable BBC CiN policies, and that You have provided BBC CiN with proper supporting evidence of the expenses incurred.
10. BBC CiN Budgetary Limits
10.1 You shall comply with relevant BBC CiN budgetary limits (if applicable) which BBC CiN has provided. You acknowledge that if You exceed such limits without the prior approval of BBC CiN, BBC CiN is not liable to reimburse You in respect of any sums over such limits.
10.2 In certain circumstances, You may be asked by BBC CiN as part of a Booking to act as a buying and/or paying agent of BBC CiN for the purchase of goods, facilities or services on behalf of BBC CiN. Where this is the case, any expenditure must be agreed with BBC CiN in writing prior to the purchase and You shall obtain a VAT invoice made out to BBC CiN. They will only be reimbursed when the claims can be evidenced.
11. Health
11.1 You warrant that You do not know of any health condition which could affect Your ability to provide the services.
12. Competency
12.1 You certify that You are competent to perform the services.
12.2 Your competency shall include (but not be limited to) having the relevant experience, training and/or qualifications and You shall provide the expected standard of skill, due care and diligence as would reasonably be expected of a professional individual undertaking the role (including operating within budgets if this is part of the role and pre and post production work and reformatting if appropriate).
12.3 If You do not demonstrate this competency, BBC CiN may end the Booking with immediate effect.
13. Term
13.1 The Contract remains in full force and effect for the period set out under the ‘Booking Dates’ in the Booking Documentation (the “Term”).
13.2 To the extent any obligations have already been performed by either party, such obligations will for all purposes be deemed to have been performed in accordance with and subject to the provisions of this Contract.
13.3 For the avoidance of doubt, the obligations under clauses 38 Income Tax and National Insurance Contributions, 39 Deductions, 27 Indemnity, 19 Confidentiality, 42 Governing Law extend beyond the term.
14. Expected Behaviour
14.1 During your engagement, You shall comply with the BBC Code of Conduct, BBC Values and the policies and guidelines relevant to Your engagement which can be found here: Polices & Guidelines. If you see behaviours in others working at BBC CiN or the BBC that do not align with BBC Code of Conduct and BBC Values then you can raise this in accordance with the Code of Conduct. Meeting these standards of behaviour is essential and failing to do so may amount to a material breach of this Contract.
15. Criminal Record Checks
15.1 You agree to submit a DBS check or if in Scotland, PVG scheme membership, where BBC CiN considers this appropriate.
16. Pension
16.1 The Government requires employers to provide a workplace pension arrangement for its workers, this is called “pensions automatic enrolment” (PAE). BBC CiN has chosen NEST (National Employment Savings Trust) as its PAE provider. BBC CiN reserves the right to use an alternative provider other than NEST in respect of PAE at any time in the future.
16.2 BBC CiN has chosen to postpone automatic enrolment for three months, therefore you will (provided you meet certain criteria including regarding your age and earnings) be automatically enrolled into NEST three months after starting an individual booking at BBC CiN. Further details regarding NEST, whether you will need to be auto-enrolled and the pension benefits available to you in the course of your engagement will be provided to you once you begin working for BBC CiN upon each booking. If you are auto- enrolled into NEST, you can choose to opt out of NEST but only after you have been automatically enrolled.
16.3 Also, if you already have large pension savings and previously registered for either Fixed Protection or Enhanced Protection status with HMRC then you should be aware that joining a pension scheme with BBC CiN may cause you to lose the benefit of your Fixed or Enhanced Protection in the future. If you believe that this may apply to you, BBC CiN would recommend that you seek independent financial advice as regards your pension benefits and tax position.
17. Employment Status
17.1 You acknowledge that You are a “worker” under section 230(3)(b) of the Employment Rights Act 1996, for the purposes of the Working Time Regulations 1998 and the National Minimum Wage Act 1998. For the purposes of s.83(2) of the Equality Act 2010, You have entered into a contract personally to do work.
17.2 Nothing in this Contract will render You an employee of BBC CiN.
17.3 BBC CiN and the BBC are not liable for any statutory employment payments such as (without limitation) redundancy pay howsoever arising. You are entitled to certain statutory payments payable to workers.
17.4 You are solely responsible for Your own financial planning and tax advice and BBC CiN and the BBC accept no liability in this respect. The offer of this Contract is made solely in respect of the Services and not in any wider context, of which You and your advisors are assumed to have knowledge.
18. Sickness Absence
18.1 If You are unable to work the dates agreed, You must notify Your Booker or BBC CiN contact of the reason for Your absence as soon as possible.
18.2 If You satisfy the qualifying conditions laid down by law, You will be entitled to receive statutory sick pay (SSP) at the prevailing rate in respect of any period of sickness absence during Your engagement, but You will not be entitled to any other payments from BBC CiN during such period.
19. Confidentiality
19.1 You shall and will not without the prior written permission of BBC CiN:
(a) Write for any publication or speak in public about BBC CiN, the BBC or
either of their affairs; or
(b) knowingly publish or disclose in any circumstances whatsoever to anyone secret or confidential information relating to the business affairs of BBC CiN, the BBC, or either of their suppliers or customers, which You learn about through Your booking with BBC CiN; or
(c) publish or circulate (including via any online distribution including, without limitation, Facebook, Instagram, TikTok and X) any photographs or video images that may be taken whilst on BBC CiN or BBC premises/locations.
19.2 You will not at any time during the Term or at any time after termination of the Contract disclose any confidential information to any third party (other than your professional advisors or where disclosure is required by law, regulatory body or court of competent jurisdiction) including confidential terms of this Contract and any information relating to the business, affairs and finances of BBC CiN, the BBC or any applicable commissioning broadcaster (including output, and private information regarding individuals which You may acquire during Your Booking). This clause will not include information which is or later comes into the public domain otherwise than through an act or omission by You.
19.3 Nothing in this clause prevents You from:
(a) making a relevant pay disclosure under the Equality Act 2010; or
(b) making a qualifying disclosure as defined by the Public Interest Disclosure Act 1998.
20. BBC Policies
20.1 During Your Booking with BBC CiN, You confirm that You will comply with BBC CiN’s Safeguarding Policies, and all other BBC CiN and BBC policies relevant to Your role.
20.2 BBC CiN and the BBC each reserves the right to amend their policies, guidelines and procedures in accordance with business needs and/or relevant developments in business practice or legislation.
20.3 If You fail to comply with applicable BBC CiN or BBC policies, Your booking with BBC CiN may be terminated.
Link to BBC Policies. Any applicable BBC CiN policies will be provided to You by Your Booker or BBC CiN Contact.
21. Declaration of Personal Interests
21.1 You must read the BBC Declaration of Personal Interests Policy which also applies to those who work for BBC CiN.
21.2 Should You have any personal interests to declare, You must complete a DOPI form as set out in Your Booking Documentation.
22. Purchasing
22.1 If You are required to purchase goods or services as part of Your role, You agree to comply with BBC CiN’s Purchasing Policy which is available from your Booker or BBC CiN contact.
23. Anti-Bribery
23.1 You agree to comply with the Bribery Act 2010 and BBC’s Anti Bribery and Financial Crime Policy also applies to those who work for BBC CiN which which can be found here: BBC Policies
23.2 Breach of this obligation will be deemed to be a material breach of contract and BBC CiN may terminate Your Booking.
24. Editorial Compliance
24.1 You agree to and work in accordance with BBC CiN’s Editorial Guidelines and associated guidance where they apply to your role at BBC CiN and You acknowledge that these are varied from time to time.
24.2 Breach of this obligation will be deemed to be a material breach under these terms and conditions and Your Booking may be terminated.
25. Health & Safety
25.1 You are responsible for complying with such standards of health and safety as are appropriate in the circumstances of the Booking and at all times shall comply with the BBC’s current safety regulations, which are found on BBC CiN Safety site.
26. Insurance
26.1 If You are creating a product, You are responsible for arranging and maintaining adequate product insurance.
26.2 If You are providing equipment, You are responsible for the insurance of that equipment.
26.3 Details of applicable BBC arrangements which may be available to You (subject to eligibility criteria) whilst working for BBC CiN under this Contract is available here on BBC Freelancer Portal and on the BBC’s website.
26.4 Specific insurance requirements apply to certain roles. Those roles include but are not limited to:
(a) Special Effects and Pyrotechnics Experts;
(b) Armourers;
(c) individuals specifically engaged to provide personal security/protection or health and safety related services;
(d) individuals specifically engaged to perform rope access and scuba diving supervisory services;
(e) individuals providing and/or supervising interaction with Dangerous Animals as defined under the applicable Dangerous Wild Animals Act (or superseding regulations);
(f) individuals providing services as Expedition Leaders;
(g) individuals providing medical services (e.g. Consultants, Doctors, Paramedics, Nurses, etc.);
(h) individuals engaged as management consultants.
26.5 If You are engaged for a role listed in (a) to (f) and are paid gross or engaged for any other role requiring specific insurance, You shall arrange and maintain with a reputable insurer adequate Public Liability Insurance and, where applicable, Product Liability Insurance and/or Professional Indemnity Insurance which shall each have a limit of liability of no less than two million pounds sterling (£2,000,000) per occurrence and with a scope of cover appropriate to the deliverables provided under the Booking.
26.6 If you are engaged as a Management Consultant, the minimum level of Professional Indemnity Insurance is reduced to one million pounds sterling (£1,000,000) per occurrence.
26.7 BBC CiN may vary such insurance requirements, and the types of services to which they apply, at its sole discretion. For the avoidance of doubt, such minimum insurance levels shall not be a limit of liability under the booking.
26.8 You shall produce to BBC CiN, on demand, copies of the insurance policies maintained in accordance with these terms and/or those specified in their Booking Documentation.
27. Indemnity
27.1 You shall at all times keep BBC CiN and the BBC fully indemnified in respect of any consequences that might follow Your breach of any of the obligations or warranties given by You under this Contract, arising from Your deliberate or reckless acts or omissions.
27.2 This includes any claims from third parties made as a result of the acts or omissions of You, as the case may be (including relating to infringement of any IPR supplied under or used in connection with these terms or the terms of any bookings).
27.3 Neither You nor BBC CiN shall be liable for any “consequential” or “special” or “indirect” losses, loss of profits, revenues and/or business, anticipated savings, in each case, whether or not in the contemplation of the parties at the time of entering into any Booking, unless expressly set out in the Booking.
27.4 The indemnities and obligations set out in this clause will survive termination of this Contract.
28. Driving on BBC Business
28.1 If You are required to drive for the purpose of performing the services during Your booking with BBC CiN (whether or not BBC CiN has agreed to pay a fee for doing so), You must have a current BBC driver declaration and appropriate driving licence.
28.2 Should You provide a vehicle, use of the vehicle is subject to the approval of BBC CiN and compliance with the Motor Vehicle Procedure (which can be found here: BBC Policies) including the requirement that You hold appropriate motor insurance.
28.3 You agree to provide to BBC CiN, upon request, information and documentation to demonstrate compliance with BBC requirements.
29. Equipment
29.1 If You are using any equipment during Your booking with BBC CiN, You agree to comply with BBC’s guidelines on the use of IT and related equipment, including BBC CiN’s Use of Technology Policy, which can be found here: BBC Policies plus any other internal BBC CiN guidelines or policies notified to You.
29.2 Should You provide equipment for the purposes of Your services, You will be responsible for the care, control, security, insurance and maintenance of such equipment.
29.3 BBC CiN may provide a storage area for any equipment but is under no obligation to do so.
30. Security / Access / Inspection
30.1 You agree to provide the BBC and/or BBC CiN (as applicable) with valid identification documents on request.
30.2 You shall obtain from the BBC or BBC CiN identity cards or entry permits and display these whilst on BBC premises. You shall return these cards or permits to the BBC or BBC CiN (as directed) upon termination or expiry of the Booking.
30.3 BBC CiN and the BBC may each conduct random security checks including checking Your possessions and vehicle(s) whilst on BBC premises.
30.4 You may be given access to BBC premises and BBC and/or BBC CiN facilities as part of Your Booking. The BB and BBC CiN each reserves the right to refuse admission of any person whom the BBC or BBC CiN (as applicable) deems unacceptable for any reason other than solely to frustrate the booking.
30.5 You agree to grant BBC CiN (and, where applicable, the BBC) access to Your premises or such other premises as may reasonably be required for a reason connected with the performance of services.
30.6 You agree that You will return all BBC CiN and BBC property, of whatever type, including identity cards or entry permits to BBC or BBC CiN premises, to Your Booker or BBC CiN Contact regardless of the circumstances that lead to the termination or the end of the Booking. BBC CiN and the BBC shall each be deemed to have irrevocably all powers and authority to enter Your premises or any other premises to recover and remove such items and recover the costs thereof from You.
31. Good faith / outside activities / publicity
31.1 You agree to at all times act in good faith towards BBC CiN and the BBC and shall not bring BBC CiN or the BBC into disrepute, nor without the prior consent of BBC CiN (or the BBC, as applicable), make any reference to BBC CiN or the BBC in any advertising, promotional material nor speak in public about BBC CiN, the BBC or either of their affairs.
32. Intellectual
Property Rights (IPR) all roles 32.1Unless otherwise expressly provided for in any Booking Documentation or supplementary agreement executed in connection with a Booking, all IPR in respect of any work (including future works) created by You in the course of performance of Your services with BBC CiN, whether or not in the course of Your duties (“the Works”) shall vest in BBC CiN and You hereby assign to BBC CiN all such rights in respect of the Works together with all related rights, including in respect of any infringements of these rights.
32.2 You will at the request of BBC CiN do all things necessary or desirable to give effect to the rights of BBC CiN under this clause.
32.3 For the avoidance of doubt BBC CiN has the right to edit, copy, alter, and adapt all Works and You waive any moral rights which may arise under the Copyright, Designs and Patents Act 1988, and all similar rights in other jurisdictions.
32.4 You will promptly disclose to BBC CiN all Works made by You (whether alone or with others) during the term of any Booking You have with BBC CiN.
32.5 You will not make an application to register, or oppose any BBC CiN or BBC application to register, any of the Works or other BBC CiN or BBC owned IPR. You will not knowingly do or procure the doing of anything to imperil the registrability, validity or enforceability of any BBC CiN or BBC owned IPR.
33. Additional Intellectual Property for Television and Radio Directors, Producers and Producer / Directors only
33.1 The rights granted under 32 above include an assignment with full title guarantee of IPR in all Works made by You under these terms and conditions of which You are principal director and/or any contribution You make to scripts.
33.2 You warrant that You are the sole legal and beneficial owner of the rights assigned in 32 above and that You have not assigned or licenced and will not assign or licence any of the rights (other than the right to equitable remuneration arising from exploitation of rental and lending rights) except as set out in 32 above.
34. Products
34.1 If products are being provided or produced by You, You warrant that they are fit for the purpose for which they are supplied and where relevant are of satisfactory quality, good construction, suitable and sound material and adequate strength and have been tested prior to delivery.
34.2 You shall obtain for BBC CiN all necessary consents, permissions and/or clearances in third party rights (including IPRs) with respect to the products.
34.3 Any products provided or produced by You shall comply with all current relevant laws and regulations and codes of conduct.
34.4 The product shall be kept in a suitable and secure manner at Your own risk until it is delivered to BBC CiN.
34.5 Where any product(s) is found by BBC CiN, upon delivery or collection or subsequently, not to conform to a booking as specified, BBC CiN may accept or reject the whole or any part of it and if it is rejected BBC CiN may recover any payments made for the rejected product.
35. Consent for recording / broadcast
35.1 You agree to, without further consent, by any means now known or invented in future:
(a) the recording of any contribution or performance of any kind (whether or not a performance for the purposes of Part II of the Copyright, Designs and Patents Act 1988 and including but not limited to interviews) which You may give at any time during the term of a booking at the request of BBC CiN in any of BBC CiN’s or the BBC’s programmes (whether broadcast or not); and
(b) reproduce, broadcast or otherwise communicate to the public a record of any such contribution or performance or authorise others to do so at any time whether during or after the termination of the booking.
35.2 The terms of any performance made outside the normal duties under any booking You have with BBC CiN shall be governed by the appropriate form of contract required by BBC CiN at the time in question.
35.3 You agree to give to BBC CiN all and any necessary consents and grants of property rights in relation to performers’ rights under Part II of the Copyright Designs and Patents Act 1988 as amended or updated in future and all other performers’ consents and grants of property rights under any present or future law or legislation in force in any part of the world to enable BBC CiN (and, where applicable, the BBC) to make the fullest use of the performances.
36. Editorial Control
36.1 You acknowledge that BBC CiN (or, where applicable, the BBC) has final editorial control and BBC CiN (and, where applicable, the BBC) is not obliged to broadcast any programme for which You have provided services.
36.2 If You are providing services as a Director, Producer or Producer/Director, You:
(a) may be invited, subject to reasonable notice, to render services ancillary to any Bookings that You have outside of the Booking period. BBC CiN will make reasonable endeavours subject to BBC CiN’s (and, where applicable, the BBC’s) operational and editorial needs to schedule the provision of such ancillary services at a time when You are available. In the event of You being unavailable to render such services at a time consistent with these needs, BBC CiN shall be entitled to obtain such services from another Director/Producer/Producer-Director; (b) acknowledge that the remuneration set out in the Booking Documentation takes account of all the circumstances and is considered by You to include equitable remuneration in respect of any rental of Your contributions;
(b) shall be entitled to be reimbursed expenses wholly and exclusively incurred by You during the course of providing Your services and that conditions relating to expenses set out in clause 9 will apply.
(c) if contracted as a Television Director for any booking, subject to You (i) duly rendering all of the services required under any Booking(s) and (ii) not being in material default of these terms and conditions or any terms in the Booking Documentation, You shall be accorded a “Directed by’’ credit in copies of the programme made by BBC CiN (or, where applicable, the BBC) as the director of the programme, normally in last position in the front credits, the precise form of such credit to be in accordance with the BBC Credit Guideline;
(d) shall report to The Producer on all matters concerned with the production of the programme(s) covered by these terms (if appropriate), provided however that they may discuss in confidence with the Head of Production, senior member of BBC CiN or BBC HR or appropriate BBC CiN or BBC contact any substantial matters on which after using all reasonable endeavours they have failed to reach agreement with The Producer.
36.3 With regards to the indemnity set out in this Contract, You shall not be liable in respect of any materials supplied to You by BBC CiN or the BBC.
37. Data Protection
37.1 In this clause:
(a) “Data Protection Law” means the Data Protection Act 2018, the United Kingdom General Data Protection Regulation (“UK GDPR”), where applicable, the EU General Data Protection Regulation (“GDPR”), the processing of Personal Data under the Contract, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all related regulations, regulatory codes of practice, opinions and guidance, including such issued by the Information Commissioner; and
(b) the terms “Controller”, “Data Subject”, “Domestic Law”, “International Organisation”, “Personal Data”, “Personal Data Breach”, “Processing”, “Processor”, “Supervisory Authority”, and “Third Country” shall bear the same meanings as set out in the applicable Data Protection Law.
37.2 System Monitoring. Where BBC CiN or the BBC provides technology equipment or access to software as part of this Contract You understand that BBC CiN and/or the BBC may monitor activity and communication on either of their systems as set out in the Acceptable Use of Information Systems Policy to which You agree to be bound.
37.3 Training. During your engagement with BBC CiN, You understand that you will complete any required BBC CiN specific data protection training and comply with BBC CIN’s data protection policies and procedures (in addition to those mandated by the BBC).
37.4 Worker as a Controller. Except in respect of Processing specified in the Booking Documentation (“Specified Processing”), You and BBC CiN are a separate and independent Controllers, and You will comply with Your obligations under Data Protection Law.
37.5 Worker as a Processor on behalf of BBC CiN. Where you are processing data on behalf of BBC CiN, You will be a Processor on behalf of BBC CiN with respect to Specified Processing, and Clauses 37.6 to 37.13 will apply, as required by Data Protection Law.
37.6 Instructions. You will undertake Specified Processing only in accordance with BBC CiN’s documented instructions, as may be amended from time to time at BBC CiN’s sole discretion, except where:
(a) You, or Your permitted sub-processors and/or agents, are required by Domestic Law to undertake Specified Processing otherwise than in accordance with BBC CiN’s documented instructions; or
(b) in Your reasonable opinion, a BBC CiN instruction infringes Domestic Law; and
in either case, You will promptly inform BBC CiN, unless Domestic Law prohibits You from doing so.
37.7 Security. You will ensure Specified Processing is secure by implementing technical and organisational security measures which are no less stringent than those identified in BBC’s information security, which is available at https://www.bbc.co.uk/supplying/documents/bbc-thirdhttps://www.bbc.co.uk/supplying/documents/bbc-third-party-information-security-requirements-bbc-data-v1.4.pdfparty-information-security-requirements-bbc-data-v1.4.pdf (“BBC Third Party Information Security Requirements”) and as may be amended by BBC, at its sole discretion.
37.8 Confidentiality. You will only grant access to the Personal Data being Processed on behalf of BBC CiN (“Specified Personal Data”) to persons under Your authority who have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and only on a need-to-know basis.
37.9 Sub-Processors. You have our general authorisation to engage another Processor (“Sub-Processor”) to undertake Specified Processing. However:
(a) You will inform BBC CiN of any intended changes concerning the addition or replacement of a Sub-Processor, at least 30 days in advance of any such addition or replacement;
(b) You will impose data protection obligations identical to, or no less stringent then, those set out in this Clause, on the Sub-Processor by way of a contract, a copy of which You will make available to BBC CiN on request; and
(c) You will remain fully liable for any failure by the Sub-Processor to fulfil its data protection obligations.
37.10 Assistance. You will promptly provide and procure at no charge to BBC CiN, information and reasonable assistance to enable BBC CiN to fulfil its obligations to:
(a) respond to requests from Data Subjects made in reliance of the Data Protection Law;
(b) demonstrate Your compliance (and any permitted sub-processors’ and/or agents’ compliance) with this Clause including the record keeping under applicable Data Protection Law;
(c) comply with other obligations imposed on BBC CiN by Data Protection Law, including, but not limited to:
(i) security;
(ii) privacy impact assessments; and
(iii) consultation, investigation, audit and enquiries by a Supervisory Authority.
37.11 Personal Data Breaches. In case of any actual or suspected Personal Data Breach affecting Specified Personal Data (“Relevant Personal Data Incident”), You will, without undue delay, and within 24 hours, after having become aware of it, notify BBC CiN, including the following in your notice:
(a) a description of the incident;
(b) the categories and approximate number of Data Subjects and data records;
(c) whether any affected Specified Personal Data was de-identified, pseudonymised, anonymised, or encrypted;
(d) the name and contact details of Your data protection officer or other contact point in relation to the Relevant Personal Data Incident;
(e) a description of the likely consequences of the Relevant Personal Data Incident; and
(f) a description of any measures taken, or proposed to be taken, by You to address the Relevant Personal Data Incident, including, where appropriate, measures to mitigate its possible adverse effects.
37.12 Erasure and return of Personal Data. At the end of the Your engagement, You will return any and all Specified Personal Data in your possession or under your control to BBC CiN and delete existing copies unless Domestic Law requires otherwise, in which case You will inform BBC CiN.
37.13 Audit and inspection. You will make available to BBC CiN any and all information necessary to demonstrate Your compliance with the obligations laid down in Data Protection Law and this Clause and allow for and contribute to audits, including inspections, conducted by BBC CiN or another auditor mandated by BBC CiN.
38. Income Tax and National Insurance
38.1 Fees may be subject to the following deductions:
(a) deductions in respect of income tax and employee’s national insurance contributions required by law or that BBC CiN or the BBC reasonably believes it is legally required to make taking account of published HMRC guidance;
(b) any amounts, which are not otherwise in dispute, owing to BBC CiN from You or under an agreement to provide Your services to BBC CiN, whether connected with this Contract or otherwise; and
(c) any deductions required by law to be deducted by BBC CiN or BBC.
38.2 Where BBC CiN (or the BBC) proposes to make any deductions pursuant to this clause, BBC CiN (or the BBC) will, so far as is practicable, inform You in advance and provide You with a reasonable opportunity to challenge any proposed deduction before it is made, and shall consider such challenge in good faith before making any decision. If BBC CiN (or the BBC) makes any deduction that is subsequently found to be incorrect or unnecessary, BBC CiN (or the BBC, as applicable) will pay to You an amount equivalent to such deduction in full as a debt, together with interest at the applicable late payment interest rate for UK income tax from the date on which the deduction was made until the date of payment.
38.3 Where You notify BBC CiN of an agency as representing You, You hereby authorise BBC CiN to pay all monies due under this Contract to that agency and BBC CiN will have no further liability to You in respect of any monies so paid.
39. Deductions
39.1 BBC CiN may deduct from the Fee any amounts, which are not otherwise in dispute, owing by You to BBC CiN or under an agreement to provide contributions ore services, whether connected with this Contract or otherwise.
39.2 If BBC CiN, or the BBC, is required, pursuant to any applicable present or future law, rule or regulation of any competent governmental or other administrative body, to make any deduction or withholding in respect of tax or otherwise from any amount or amounts payable to You pursuant to the Contract, BBC CiN (or, where applicable, the BBC) shall:
(a) be entitled to pay the amount or amounts in question after the deduction of the amount of such withholding or deduction;
(b) promptly pay to the relevant authority within the period permitted by law the amount of such withholding or deduction; and
(c) provide You with written evidence it has made the payment to the relevant authority.
39.3 If BBC CiN (or the BBC) does not make such withholding or deduction, You shall pay any and all taxes and other charges payable on account of such sums and You indemnify and agree to keep BBC CiN and the BBC fully indemnified from and against any liabilities or expense in connection with such withholding or deduction.
39.4 You agree that in the event that BBC CiN (or, where applicable, the BBC) concludes that it has failed to deduct an amount from a payment that it could have deducted in accordance with clause 39.1 and 39.2 above, it shall be entitled to deduct such amount from any further payment made to You in connection with this Contract, including by way of set-off of amounts owed by and to it. Any exercise of BBC CiN’s or the BBC’s rights under this clause shall not limit or prevent the exercise or further exercise of such rights or any other rights or remedies BBC CiN or BBC may have.
40. Entire Agreement
40.1 This Contract will prevail at all times over all other terms and conditions which You may purport to apply. This Contract can only be amended by prior written agreement between the parties.
40.2 Save in respect fraudulent misrepresentation, this Contract constitutes the entire understanding of the parties with respect to the Booking and supersedes all prior agreements, negotiations and discussions between the parties. Any schedules form part of this Contract.
41. Termination
41.1 With the exception of the following roles: Television and Radio Directors, Producers and Producer/Directors, BBC CiN shall be entitled at any time to terminate this Contract with immediate effect with payment made for services provided until the date of termination only if:
(a) the provision of services is prevented by reason of force majeure (including certified illness or physical incapacity rendering You incapable of providing the services);
(b) You commit a breach of any of the provisions of the Contract and:
(i) (if the breach is capable of remedy) You fail to remedy it within seven (7) days (or such shorter period as may be reasonably required by BBC CiN) of receipt of a written notice specifying the breach and requiring its remedy; or
(ii) the breach is not capable of remedy; or
(iii) the breach is a material breach or a breach of a material term;
(c) You are repeatedly in breach or You fail to observe any of the terms and conditions of this Contract;
(d) if the results of any medical examination carried out under clause 11 (Health) above means BBC CiN is unable to effect production insurance on terms acceptable to BBC CiN;
(e) You fail to submit a DBS check or PVG scheme membership, whichever is relevant (where this is required for the services to be provided);
(f) You suffer an insolvency event under any law relating to bankruptcy, insolvency or the relief of debtors anywhere in the world; or
(g) You are unable to provide the services for any reason.
41.2 With the exception of the following roles: Television and Radio Directors, Producers and Producer/Directors, if your Booking is terminated for any financial, editorial or any other significant reason, You will be paid for work done until the date of termination and BBC CiN will either:
(a) give you 24 hours’ notice of termination if you are paid on a PAYE basis; or
(b) make a payment to you equivalent to one week’s payment of the remainders of the booking, whichever is the lesser if you are paid on a gross basis.
41.3 For Television and Radio Directors, Producers and Producer/Directors, BBC CiN may terminate a booking with immediate effect only if:
(a) You are in material breach of their obligations which are not capable of remedy, or
(b) You commit a breach of any of the provisions of the Contract and:
(i) (if the breach is capable of remedy) You fail to remedy it within seven (7) days (or such shorter period as may be reasonably required by BBC CiN) of receipt of a written notice specifying the breach and requiring its remedy; or
(ii) the breach is not capable of remedy; or
(iii) the breach is a material breach or a breach of a material term;
(c) the continued performance of the engagement is prevented by reasons beyond its reasonable control; or
(d) you are unable to provide services for any reason.
41.4 For Television and Radio Directors, Producers and Producer/Directors, if a booking is terminated for any other reason than a-d above, You are entitled to receive the full fee specified in Your booking which remains unpaid at the date of termination, subject to the normal duty to mitigate loss being taken into account.
41.5 Regardless of the role, if You are due to receive/or have received a payment in accordance with this clause (a “payment”), but You are booked to work with BBC CiN and/or any associated company during the same period for which You would be due to receive/have received payment in compensation for the previous booking, then the payment is not payable.
41.6 You are required to disclose this to BBC CiN and return any payment made. If BBC CiN becomes aware that You have breached this, it reserves the right to either demand for immediate repayment the payment and/or terminate the booking with immediate effect and make no payment.
41.7 On termination or the end of a booking, you agree that you will return all BBC CiN and property, of whatever type, including identity cards or entry permits to BBC CiN or BBC premises, to Your Booker or BBC CiN contact regardless of the circumstances that lead to the termination of Your Booking.
42. Governing Law
42.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.
43. Third Party Rights
43.1 The BBC shall be entitled to enforce any term of this Contract which is expressed to be for its benefit or protection. Except for the foregoing, this Contract does not create or infer any rights under the Contract (Rights of Third Parties) Act 1999 or otherwise which are enforceable by any person who is not a party to this Contract. The BBC’s consent shall not be required to vary, rescind or terminate this Contract.
