BAL Purchase Order Terms And Conditions
BRIT Awards Limited (company number 03405116) whose registered address is at 27 Old Gloucester Street. WC1N 3AX (“BAL”) wishes to obtain certain services and/or goods from “Supplier” as detailed in the Purchase Order attached hereto (the “PO”). Supplier has the relevant experience and skills for providing such services and is willing to deliver them in accordance with these “Terms and Conditions” and the PO, together the Agreement for Services (“Agreement”). In the event of any conflict or inconsistency between the PO and these Terms and Conditions, these Terms and Conditions shall prevail. The Parties may mutually elect to enter into a written, negotiated agreement to govern the same matters set out below subsequent to entering into this Agreement (“Subsequent Agreement”). In the event of a conflict between this Agreement and any Subsequent Agreement, this Agreement shall prevail unless the Subsequent Agreement: (i) is executed by both Parties in writing; (ii) specifically refers to this Agreement and this section; and (iii) indicates that BAL intends it to take precedence over this Agreement. BAL and Supplier shall each be referred to as a “Party” and together the “Parties”.
IT IS AGREED as follows:
1. INTERPRETATION
"Adverse Event” means an event or delay caused by, or arising from or in relation to, an act of terrorism, war, armed conflict, civil commotion, epidemic or pandemic that prevents, impacts or delays BAL’s production of The BRIT Awards 2025 and/or the performance of any obligations under this Agreement, including (but not limited to):
a) any recommended or mandatory measures introduced by the Government in response to such act of terrorism, war, armed conflict, civil commotion, epidemic or pandemic;
b) any perceived negative public sentiment around the appropriateness of holding The BRIT Awards 2025 (as determined in BAL’s sole discretion);
c) any inability to procure a sufficient calibre of talent and/or live audience and/or live performances to ensure that The BRIT Awards 2025 can be delivered to standards reasonably consistent with previous BRIT Awards (as determined in BAL’s sole discretion);
"BAL Personal Data" means any personal data processed by the Supplier in its capacity as Processor when providing the Services, as described in the PO.
“Confidential Information” means any confidential information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) to which Supplier has access in relation to provision of the Goods and/or Services, including information in relation to the business, products, affairs and finances of BAL and any company related to BAL or The BRIT Awards 2025;
“Control” shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly;
"Data Protection Legislation" means the General Data Protection Regulation ("GDPR") as transposed into United Kingdom national law by operation of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 ("UK GDPR"), together with the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended) and other data protection or privacy legislation in force from time to time in the United Kingdom;
“Diamond Diversity Scheme” means a single online system used by ITV to obtain consistent diversity data of programmes;
“Deliverables” means all documents, products and materials developed by Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts);
“Fees” means the charges payable by BAL for the supply of the Goods and/or Services in accordance with Clause 4 (Fees and payment);
“Goods” means the goods (or any part of them) as set out in the PO to be delivered by Supplier;
“Mandatory Policies” means BAL’s ‘Anti-Harassment and Anti-Bullying Policy’, ‘Whistleblowing Policy’, ‘Anti-Bribery & Corruption Policy’, ‘Anti-Tax Evasion Policy’ and ‘Data Protection Policy’, copies of which will be provided to Supplier by BAL;
“PO” means the Purchase Order attached hereto;
“Services” means the supply by Supplier of the services detailed in the PO; and
“Specification” means the description or specification for Goods and/or Services (including any related plans and drawings) agreed in writing by BAL and Supplier.
1.2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3. A reference to a party includes its successors and permitted assigns.
1.4. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.5. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.6. A reference to writing or written includes email.
2. GOODS AND/OR SERVICES
2.1. Supplier shall from the commencement date set out in the PO and for the duration of the Agreement supply the Goods and/or Services to BAL in accordance with the terms of the Agreement.
2.2. Supplier shall meet any performance dates for the supply of the Goods and/or Services specified in the PO or that BAL notifies to Supplier.
2.3. In providing the Goods and/or Services, Supplier shall:
(a) co-operate with BAL in all matters relating to the Goods and/or Services, and promptly comply with all instructions of BAL and shall work as, where and when directed by BAL and for such hours as are necessary to fulfil its obligations under this Agreement;
(b) perform the Services and/or create and deliver the Goods with the best care, skill and diligence in accordance with best practice in Supplier’s industry, profession or trade;
(c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that Supplier’s obligations are fulfilled in accordance with the Agreement;
(d) ensure that the Goods and/or Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that the BAL expressly or impliedly makes known to Supplier;
(e) procure that its agents, employees, contractors and subcontractors comply with the provisions set out in BPI’s Anti-Harassment and Anti-Bullying Policy and behave in a professional, co-operative, sensible and courteous way during the performance of their duties under this Agreement and in no circumstance should they display, among themselves or towards the agents, employees, contractors and subcontractors of BAL, BAL’s partners and/or BAL’s suppliers, any unacceptable behaviour;
(f) provide all equipment, tools and vehicles and such other items as are required to provide the Goods and/or Services;
(g) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all Goods and goods and materials supplied and used in the Services or transferred to BAL, will be free from defects in workmanship, installation and design;
(h) obtain and at all times maintain all licenses and consents which may be required for the provision of the Goods and/or Services;
(i) comply (and shall procure that its officers, employees, contractors, subcontractors and agents comply) with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Goods and/or Services and the Mandatory Policies including the Construction (Design and Management) Regulations 2015; and Modern Slavery Act 2015, if relevant; all laws, statutes, regulations and codes relating to anti-bribery, anti-corruption and anti-tax evasion applicable to Supplier and/or BAL, as may be updated from time to time, including but not limited to the UK Bribery Act 2010 and the Criminal Finances Act 2017; and all applicable environmental and climate laws and regulations;
(j) perform Supplier’s role in accordance with the budget and production schedule approved by BAL, as amended from time to time;
(k) not without the written consent of BAL order goods nor incur any liability nor enter into any commitment, contract or arrangement on BAL's behalf nor pledge the credit of BAL nor hold itself out as being entitled to do so;
(l) observe all health and safety rules and regulations and any other security requirements that apply at any of BAL’s premises or places of work;
(m) hold all materials, equipment and tolls, drawings, specifications and data supplied by BAL to Supplier (“BAL Materials”) in safe custody at its own risk, maintain the BAL Materials in good condition until returned to BAL, and not dispose or use the BAL Materials other than in accordance with BAL’s written instructions or authorisation;
(n) not do or omit to do anything which may cause BAL to lose any license, authority, consent or permission upon which it relies for the purposes of conducting its business, and Supplier acknowledges that BAL may rely or act on the Services;
(o) co-operate, and shall procure that its agents, employees, contractors and subcontractors co-operate, with BAL’s efforts to reduce the negative environmental impact of the BRIT Awards 2025 by practicing the best sustainability practices in the Supplier’s industry; proposing solutions that aim to reduce the negative environmental impact of the EVENT; prioritising sustainable suppliers and materials in relation to the BRIT Awards 2025 whenever commercially feasible; attending meetings with BAL’s sustainability team; complying with environmental policies and green memos supplied by BAL’s sustainability team; and providing data and reports related to Supplier’s activities in the production of the BRIT Awards 2025 as reasonable requested by BAL’s sustainability team;
(p) comply (and shall procure that its officers, employees, contractors, subcontractors and agents comply) with and the BRITs 2025 with Mastercard Backstage and Social Media Guidelines attached at Schedule 2 of this Agreement; and
(q) comply with any additional obligations as set out in the Service Specification.
2.4. To the extent the impact of an Adverse Event requires a change to the operation of any aspect of The BRIT Awards 2025 and/or the programmes related to The BRIT Awards 2025, then the Parties shall collaborate in good faith with a view to agreeing an appropriate workaround and Supplier will comply with all instructions of BAL and BAL’s health and safety manager in relation to implementing such workaround.
2.5. BAL shall provide Supplier with such necessary access to the premises and / or information for the provision of the Goods and/or Services as Supplier may reasonably request. Whenever access to the BRIT Awards 2025’s venue is granted, Supplier will provide its agents, employees, contractors and subcontractors with a copy of the BRIT Awards 2025 Backstage Guidelines and procure that they comply with the rules set forth therein.
2.6. If Supplier is unable to provide the Goods and/or Services due to illness or injury Supplier shall advise BAL of that fact as soon as reasonably practicable and provide such evidence as BAL may reasonably require. BAL may withhold from the Fees such amount as BAL considers appropriate in relation to the number of days for which Supplier is unable to provide the Goods and/or Services. Such notification shall not affect BAL’s rights under this Agreement.
3. BAL REMEDIES
3.1. If Supplier fails to perform the Services or deliver Goods by the applicable date, BAL shall, without limiting or affecting their rights or remedies available to it, have one or more of the following rights:
(a) to terminate the Agreement with immediate effect by giving written notice to Supplier;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of Goods which Supplier attempts to make;
(c) to recover from Supplier any costs incurred by BAL in obtaining substitute goods and/or services from a third party;
(d) to require a refund from Supplier of sums paid in advance for Goods and/or Services that Supplier has not provided; and
(e) to claim damages for any additional cost, loss or expenses incurred by BAL which are in any way attributable to Supplier’s failure to meet such dates.
3.2. These Terms and Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by Supplier.
3.3. BAL's rights under the Agreement are in addition to its rights and remedies implied by statute and common law.
4. FEES & PAYMENT
4.1. The Fees for the Goods and/or Services shall be set out in the PO, and shall be the full and exclusive remuneration of Supplier in respect of the performance of the Services and/or supply of Goods. Unless otherwise agreed in writing by BAL, BAL shall not be liable for any fee, cost or expense of Supplier directly or indirectly incurred in connection with the performance of the Services and/or supply of Goods other than the Fees.
4.2. Supplier shall invoice BAL on completion of the Services and/or final delivery of the Goods. Each invoice shall include such supporting information required by BAL to verify the accuracy of the invoice, including the relevant purchase order number.
4.3. In consideration of the supply of the Goods and/or Services by Supplier, BAL shall pay the undisputed invoiced amounts within 30 days of receipt of a correctly rendered invoice to a bank account nominated in writing by Supplier. BAL may withhold payment of particular Fees (or elements of the Fees) it disputes, acting reasonably, provided that BAL may only withhold that part of invoiced sums which are the subject of the dispute.
4.4. If BAL fails to pay any undisputed Fees properly invoiced under this Agreement, the Supplier is entitled to charge BAL interest on such overdue amounts at the rate of one (1%) per cent over the base rate of the Bank of England from time to time from the due date until payment is made (calculated on an annual basis but accruing daily), whether before or after judgment.
4.5. All amounts payable by BAL under the Agreement are exclusive of VAT chargeable from time to time.
4.6. Where the Fees are calculated on a time and materials basis Supplier shall maintain complete and accurate records of the time spent and material used by Supplier in providing the Services, and Supplier shall allow BAL to inspect such records at all reasonable times on request.
5. INTELLECTUAL PROPERTY RIGHTS OWNERSHIP
5.1. Supplier hereby assigns to BAL the entire copyright and all other intellectual property rights subsisting throughout the world in all media whether now known or later developed for the full period of copyright or other right and all renewals, revivals, reversions and extensions thereof (and thereafter, in so far as Supplier is able, in perpetuity) and, to the extent relevant, by way of present assignment of future copyright; and all other rights whatsoever, in the Services and the Deliverables which are capable of being assigned.
5.2. Supplier hereby irrevocably and unconditionally waives the benefits of any provision of law known as "moral rights" or any similar laws of any jurisdiction and gives to BAL every consent required to enable BAL to take and use in all media whether now known or later invented any photographs, film and/or recordings in connection with the Services and Deliverables.
5.3. Supplier shall do all such acts and execute such documents as BAL may reasonably require to vest in or confirm to BAL or its successors in title and licensees all rights assigned under this Agreement.
5.4. Supplier acknowledges and agrees that ownership of the BAL Materials and any of all intellectual property rights in the BAL Materials (including any modifications or adaptations of such Client Materials produced in the course of providing the Services and Deliverables) shall remain vested in BAL.
6. INDEMNITY, INSURANCE AND LIABILITY
6.1. Supplier shall indemnify BAL against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by BAL arising out of or in connection with:
(a) any claim made against BAL for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with receipt, use or supply of the Goods and/or Services and/or Deliverables (excluding BAL Materials);
(b) any claim made against BAL by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods and/or Deliverables; and
(c) any claim made against BAL by a third party arising out of or in connection with the supply of the Goods and/or Services and/or Deliverables.
6.2. Supplier shall take out and maintain all adequate and appropriate insurance policies to cover the Services (including but not limited to Employers' Liability cover up to £10 million and Public Liability cover up to £5 million), and provide evidence thereof if requested to do so by BAL.
6.3. In no event shall BAL be liable to the Supplier for: (i) any indirect, incidental, consequential or special damages; (ii) any loss of profits (whether direct or indirect), business opportunities or revenue; or (iii) punitive damages.
6.4. Nothing in this Agreement shall operate to exclude or limit either Party's liability for: (i) death or personal injury caused by its negligence; (ii) the deliberate default or wilful misconduct of that Party, its employees, agents or subcontractors; (iii) 6.8. fraud or fraudulent misrepresentation; or (iv) any other liability which cannot be excluded or limited under applicable law.
6.5. The total aggregate liability of BAL to the Supplier (howsoever arising) under or in relation to this Agreement, including liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty or otherwise shall not exceed a sum equal to 100% of all Fees paid under this Agreement in the twelve (12) months immediately preceding the date on which the relevant cause of action first arose.
7. CONFIDENTIALITY
7.1. Supplier acknowledges that it may have access to Confidential Information and agrees to accept the restrictions below.
7.2. Supplier shall not, except in the proper course of its duties, during or after the term of this Agreement, discuss, use or disclose to any firm, person or company any Confidential Information (including but not limited to any materials, photographs or footage relating to The BRIT Awards 2025). This restriction does not apply to;
(a) any use or disclosure authorised by BAL in writing;
(b) any information which is already in, or comes into, the public domain otherwise than through Supplier’s unauthorised disclosure; or
(c) is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, the Supplier gives BAL as much notice of such disclosure as possible.
7.3. All documents, manuals, hardware, software and any other BAL Materials provided for Supplier’s use by BAL remain the property of BAL.
7.4. The Supplier acknowledges and agrees that damages may not be an appropriate remedy for a breach of this clause 7, and that equitable relief including by way of injunction is contemplated by all parties as an appropriate alternative.
7.5. In the event of a breach of this clause, BAL may terminate this Agreement in accordance with clause 8.1(ii) below.
7.6. On expiry or termination of this Agreement for any reason, Supplier shall deliver to BAL all Confidential Information prepared by Supplier or in Supplier’s possession.
8. TERMINATION
8.1. Without limiting or affecting any other right or remedy available to it, BAL may terminate this Agreement:
(a) with immediate effect by giving written notice to Supplier if:
(i) any act, conduct or statement of Supplier prejudices the production or successful exploitation of The BRIT Awards 2025 and such conduct is incapable of being remedied, or is not remedied by such date as is notified to Supplier;
(ii) Supplier commits an act of dishonesty or gross misconduct or discloses Confidential Information, as specified in Clause 7;
(iii) there is a change of Control of the Supplier;
(iv) BAL is prevented or delayed from holding The BRIT Awards 2025 or a substantial part of it (including where BAL elects to cancel The BRIT Awards 2025 in advance) as a result of an Adverse Event;
(v) Supplier’s financial position deteriorates to such an extent that in BAL’s opinion Supplier’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy;
(vi) Supplier commits a breach of clause 2.3(h); or
(vii) Supplier fails, refuses or neglects to perform the Services and such conduct is incapable of being remedied, or is not remedied by the date notified to Supplier, or is otherwise in breach of any material obligation, undertaking or warranty in this Agreement; or
(b) for convenience without liability save for paying any amounts rightfully incurred and invoiced in relation to the Services and/or Deliverables actually delivered, at any time, by giving Supplier 10 working days’ written notice.
8.2. Without limiting or affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
(a) the other party takes any step or action in connection with it entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose or a solvent restructuring), having a receiver appoint to any of its assets or ceasing to carry on business; or
(b) the other party suspends, or threatens to suspend, or cease or threatens to cease to carry on all or a substantial part of its business.
9. CONSEQUENCES OF TERMINATION
9.1. On expiry or termination of the Agreement for any reason, Supplier shall immediately deliver to BAL all Deliverables whether or not then complete, and return all BAL Materials. Failure to do so will amount to breach of contract and Supplier shall be solely responsible for the safe keeping of any such Deliverables or BAL Materials until such time as they are returned to BAL and will not use them for any purpose not connected with the Agreement.
9.2. Termination of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
9.3. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force or after termination of the Agreement shall remain in full force and effect.
10. STATUS
10.1. The relationship of Supplier to BAL will be that of independent contractor and nothing in this Agreement shall render Supplier an employee, worker, agent or partner of BAL or any company related to BAL or The BRIT Awards 2025 and Supplier shall not hold itself out as such.
10.2. This Agreement constitutes a contract for the provision of services and/or goods and not a contract of employment and accordingly, BAL and any company related to BAL or The BRIT Awards 2025 shall not be responsible for payment of the following:
(a) any income tax, National Insurance and Social Security contributions or any other tax liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Services or delivery of the Goods or any payment or benefit received by Supplier in respect of the Goods or Services, where such recovery is not prohibited by law. Supplier shall indemnify BAL against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by BAL in connection with any such liability, deduction, contribution, assessment or claim; and
(b) any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by Supplier against BAL in connection with the provision of the Goods and/or Services.
11. GENERAL
11.1. The parties shall comply with Schedule 1 when Processing Personal Data in connection with this Agreement.
11.2. Supplier represents and warrants that the individual which entered into this Agreement on behalf of the Supplier has the full power and authority to bind to Supplier to this Agreement.
11.3. Anti-Tax Evasion: Supplier shall not engage (and shall procure that its officers, employees, contractors, subcontractors and Associated Persons (as defined in the Act)) do not engage in any activity, practice or conduct which would constitute either a UK tax evasion facilitation offence or a foreign tax evasion facilitation offence under the Criminal Finances Act 2017 (the “Act”).
11.4. Assignment: BAL may at any time assign, transfer, novate, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Agreement. Supplier shall not assign, transfer, novate, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement.
11.5. Severance: If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
11.6. Waiver: A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.7. No partnership or agency: Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
11.8. Entire agreement: The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. This Agreement will prevail over any terms contained in any purchase order, invoice or other communication sent by the Supplier, and no act or inaction by BAL can be taken as acceptance of Supplier’s offered terms. Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of Supplier that is inconsistent with this Agreement.
11.9. Notices: Notices under this Agreement shall be in writing and either delivered to the address of the Parties in this Agreement by hand, first class recorded post or by courier or alternatively by email. Notice shall be deemed to have been served, if by hand, on the day of delivery, or if by first class recorded post or by courier, on the next working day, and in the case of email at 5pm on the date following the date of sending.
11.10. Third party rights: Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
11.11. Variations: Except as set out in these Terms and Conditions, no variation of the Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
11.12. Governing law: The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
11.13. Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.
Schedule 1 - Data Protection Addendum ("DPA")
In this DPA, the terms "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Processing", "Processor" and "Special Categories of Personal Data" shall have the same meaning as in Data Protection Legislation (or where not defined in applicable Data Protection Legislation, shall have the meaning as in the Data Protection Legislation), and in each case their cognate terms shall be construed accordingly.
1. BAL Obligations
1.1. The Parties agree that BAL will be a Controller of any Personal Data Processed in connection with these Terms and Conditions for legal, administrative and management purposes. When processing Personal Data in accordance with this Agreement, BAL shall: (i) collect and process Personal Data relating to the Supplier in accordance with the BPI Data Protection Policy, a copy of which will be provided to the Supplier by BAL together with the Mandatory Policies; and (ii) be individually and separately responsible for complying with Data Protection Legislation.
1.2. Neither Party shall do any act that causes the other Party to breach Data Protection Legislation.
2. Supplier Controller obligations
2.1. The Parties acknowledge and agree that the Supplier will be a Controller of Personal Data processed for the following purposes: (a) maintaining and developing the Supplier's relationship with BAL; (b) billing and invoicing; (c) compliance with quality control and risk management procedures; (d) security-related processing (for example, automated scanning of incoming and outgoing emails for viruses); (e) complying with legal and regulatory obligations; (f) establishing, exercising and defending legal claims; and (g) giving access or transferring diversity data to BAL, and no other purpose.
2.2. When acting as a Controller of Personal Data, the Supplier shall comply with Data Protection Legislation.
3. Supplier Processor obligations
3.1. In respect of BAL Personal Data, the Parties acknowledge that in the Supplier's provision of the Services, for the purposes of the Data Protection Legislation, BAL is the Controller, and the Supplier is a Processor.
3.2. When Processing BAL Personal Data, as Processor, the Supplier shall:
3.2.1. not Process the Personal Data other than on BAL's documented instructions, unless Processing is required by UK laws to which the Supplier is subject, in which case the Supplier shall inform BAL of that legal requirement before the relevant Processing (unless that law prohibits this on important grounds of public interest);
3.2.2. ensure the reliability of any employee, agent or contractor who may have access to BAL Personal Data are informed of the confidential nature of the BAL Personal Data and are subject to confidentiality obligations;
3.2.3. comply with any BPI data protection policy provided to the Supplier;
3.2.4. assist BAL in responding to any request received from a Data Subject as it relates to BAL Personal Data and notify BAL, within 5 business days, if it receives a request from a Data Subject and that request relates to BAL Personal Data
3.2.5. notify BAL without undue delay on becoming aware of a Personal Data Breach which has impacted or may impact BAL Personal Data;
3.2.6. delete or return any BAL Personal Data and copies of thereof to BAL on request;
3.2.7. make available to BAL promptly on BAL's reasonable request, all information necessary to demonstrate compliance with Data Protection Legislation and allow for and contribute to audits to verify compliance with Data Protection Legislation;
3.2.8. not authorise any third party to Process the BAL Personal Data other than with the prior written consent of BAL, which BAL may withhold at its absolute discretion;
3.2.9. shall not cause or permit the BAL Personal Data to be transferred outside the United Kingdom and/or European Economic Area unless such transfer is conducted in accordance with Data Protection Legislation;
3.2.10. taking into account the state of the art, implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk in accordance with the Agreement, in particular measures required by Article 32 of the UK GDPR and maintain in force full and comprehensive cyber security insurance policies.
3.3. The Supplier shall indemnify, and keep indemnified BAL, and BPI (British Recorded Music Industry Limited) for any loss, liability, costs (including legal costs), damages, or expenses resulting from any breach by the Supplier of the Data Protection Legislation.
3.4. Supplier authorises BAL to give access to or transfer personal data to ITV for the purposes of complying with its obligations under the Diamond Diversity Scheme. Such Personal Data will be processed in accordance with ITV’s Privacy Policy, which can be found here https://www.itv.com/_data/documents/pdf/ITV_Broadcasting_Privacy_Notice.pdf. The Supplier shall ensure that it has provided appropriate notice or collected required consents for BAL to undertake this Processing.
Schedule 2 - BRITs 2025 with Mastercard
Backstage and Social Media Guidelines (“Guidelines”)
These guidelines have been prepared by BRIT Awards Limited (“BAL”) for use by the employees, agents, contractors, and guests of BAL and of BAL’s partners and suppliers (“You”) in relation to your access to the O2 Arena, Greenwich, London and InterContinental O2, London (together, the “Venues”) in the performance of your duties related to the BRITs 2025 with Mastercard, including but not limited to the Main Show and the Red Carpet Event (“Event”).
By gaining access to the Venues, You acknowledge that You are subject to these Guidelines, the Event ticket terms and conditions (www.brits.co.uk/terms-and-conditions) and the O2 Arena’s terms and conditions (www.theo2.co.uk/legal/terms-and-conditions-legal). You agree to adhere to all reasonable instructions of BAL whilst at the Venues.
1. Embargo: You may not release, post or share to any social media or other online platform or otherwise make publicly available any photographs, footage or details of any kind regarding the stage/set, performers, presenters, costumes, performance details, the Red Carpet, interview content or any other descriptive details that relate to the Event until 8:30am on 2 March 2025.
For the avoidance of doubt, You may share or amplify any promotional material or content from any of the official BRIT Awards social media accounts at any time.
2. Restrictions: during the course of your engagement and whilst at the Venues, You shall not:
(a) record any video of any performance during the Event;
(b) take and post photographs or video of any kind of Event tickets, security pass or production pass;
(c) post photographs or videos on any social media platform that portray the Event, artists, guests and/or invitees in a negative or derogatory light or that use violent and obscene language;
(d) ask for or obtain autographs from any performers and/or presenters present at the Event; or
(e) film, record or photograph any performers in the backstage area.
3. No Defamation: You must not make any statements in any digital communications or otherwise which are defamatory to any person, violent, obscene, or which violate or infringe any third party’s rights and/or contain anything that would bring BAL, the Event or any Event invitees, any artist and/or their performances, or any performers and/or presenters into disrepute.
4. Good behaviour: You acknowledge and agree that whilst at the Venues, You will behave in a professional, co-operative, sensible and courteous way.
5. Takedown: should You breach any of the terms contained herein, You will be required to remove the infringing content from public view immediately following a request to do so.