STANDARD TERMS & CONDITIONS

TRUE MEDIA (TRADING AS JERSEY PODCAST)

THIS AGREEMENT is made between TRUE MEDIA trading as JERSEY PODCAST (hereinafter referred to as "Jersey Podcast") and the CLIENT identified in the Proposal.

In consideration of the mutual covenants and undertakings set out below THE PARTIES AGREE as follows:

1. Definitions

1.1 In this Agreement the following words and expressions shall (unless the context otherwise requires) have the following meanings:

Agreement: the Proposal, these Standard Terms & Conditions and the Drone Services Terms and Conditions, if appropriate and the Non-Disclosure Agreement, if used.

Amended Proposal: the original Proposal amended by agreement between the parties.

Business Day: a day (other than a Saturday or a Sunday) on which banks are open for business in Jersey.

Cancellation Fee: the fee payable by Client to Jersey Podcast in accordance with clause 5.3.

Client: Client identified in the Proposal which term shall include its employees, agents, representatives, successors and, where permitted, its assignees.

Client Materials: all documents, materials, images, footage, products and other works provided, produced or created by or on behalf of Client in connection with this Agreement.

Commencement Date: the date of Client's written acceptance of the Proposal.

Confidential Information: has the meaning given to the term in clause 7.

Content: any audio-visual, visual or graphic content or any other image, whether as a live performance or video source which is distributed to or broadcast or performed from a Jersey Podcast system or which is produced for such purpose.

Deposit: as detailed in the Proposal.

Drone Services Terms and Conditions: the terms and conditions issued to Client as part of this Agreement when the Services include the use of drone equipment.

Fee: the fee payable by Client to Jersey Podcast as stipulated in the Proposal.

Final Delivered Episode: The fully edited, exported, and approved video/audio file delivered to the Client.

IP Rights: all intellectual property rights including, without limitation, patents, trademarks, service marks, logos, design rights, copyright (including rights in software), database rights, utility models, confidential information and know how and any other analogous rights anywhere in the world whether registered or not and including all applications for any such rights.

Know How: however documented and in whatever form, all information, knowledge, experience, formulae, drawings, designs, trade secrets, know-how, methods, processes, compositions, improvements, discoveries, product specifications, past, current and planned research and development, manufacturing or distribution methods, processes and instructions, software, documents, concepts, ideas, data (including computer data) and video, filming, editing, animation, projection or production techniques, which relate to the business of Jersey Podcast which is communicated to Client by or on behalf of Jersey Podcast at any time (whether before or after the date of this Agreement) and whether or not identified as such at the time of the disclosure to Client.

Licensed Rights: the music rights as may be detailed in the Proposal and any copyright licences used by Jersey Podcast for the Services.

Non-Disclosure Agreement: the non-disclosure agreement which Client may request Jersey Podcast to commit to prior to the Commencement Date.

Production: as set out in the Proposal.

Production Plan Document: means all Client Materials relating to the Production and includes all script, further notes, photographs, illustrations, graphics, audio clips, video clips, text, data, statistics or any other information, content, display and/or any other material (whether written, graphic, sound or otherwise).

Production Timeline: as set out in the Proposal.

Raw Footage: All unedited video and audio files recorded during the session.

Services: the services to be provided by Jersey Podcast as set out in the Proposal.

Studio: Jersey Podcast.

Proposal: the document issued by Jersey Podcast to Client containing details of the Services to be provided and the Fee for the Services and any other relevant information concerning the performance of the Services by Jersey Podcast. Where the Proposal is amended, the term Proposal in these Standard Terms and conditions shall be deemed to mean the Amended Proposal.

Standard Terms & Conditions: these terms and conditions.

Territory: as set out in the Proposal.

Timeline: as set out in the Proposal.

Venue: as set out in the Proposal.

2. Precedence & Duration

2.1 The documents comprising this Agreement shall in the event of any conflict between them take precedence in the following order:

(i) the Proposal;

(ii) the Standard Terms & Conditions;

(iii) the Drone Terms and Conditions, if appropriate; and

(iv) the Non-Disclosure Agreement, if used.

2.2 This Agreement shall come into force on the Commencement Date and subject to early termination in accordance with the terms of this Agreement shall continue in force for the Term.

3. Services

3.1 Jersey Podcast shall provide the Services as set out in the Proposal in accordance with the terms of this Agreement.

3.2 Jersey Podcast shall be entitled to subcontract any part of the Services to any third party without restriction.

3.3 The Services shall be provided by Jersey Podcast personnel or sub-contractors set out in the Proposal and such other personnel and sub-contractors as Jersey Podcast may determine and notify to Client during the Term (the "Crew"). In the event that any member of the Crew is unable for any reason to continue to participate in the provision of the Services, Jersey Podcast may replace such member with a new member of equivalent or greater skill and experience.

3.4 Jersey Podcast warrants that it shall:

3.4.1 Provide the Services with all due skill, care and diligence including good industry practice and shall ensure that the Crew are appropriately qualified and possess the necessary skills and experience to carry out the Services in accordance with the terms of this Agreement; and

3.4.2 Comply with all laws (including safety regulations) applicable to the Services to be provided pursuant to this Agreement.

3.5 In the event that Jersey Podcast is in breach of clause 3.4, it shall as soon as reasonably practicable at its own cost re-perform the relevant Services or, at its absolute discretion, waive or refund to Client such of the Fee payable or paid to Jersey Podcast which is attributable to the defective Services. This clause provides for the exclusive remedy of Client and the entire liability of Jersey Podcast for breach of clause 3.4.

3.6 If Client requires Jersey Podcast to provide any services other than the Services ("Additional Services"):

3.6.1 Jersey Podcast shall at its sole discretion determine whether to provide such Additional Services;

3.6.2 Any Additional Services provided by Jersey Podcast and the fee for such Additional Services shall be agreed with Client by Jersey Podcast by email and thereafter shall be subject to the terms of this Agreement.

3.7 Client shall perform the obligations set out in the Proposal with respect to the supply of the Services.

3.8 If Jersey Podcast's provision of the Services or its performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client, its agents or subcontractors, Jersey Podcast shall not be liable for any costs, charges or losses sustained or incurred by Client arising directly or indirectly from such prevention or delay and Client shall reimburse Jersey Podcast for any additional time (at Jersey Podcast's then current standard hourly rates) and expenses incurred by Jersey Podcast in respect of such prevention or delay.

3.9 All video content supplied in connection with the Services shall be submitted by either a designated site or a shared storage platform or in such other manner as may be agreed by variation in the Proposal.

3.10 Drone Services: Where the Production Plan identifies the need for aerial photography or aerial videography the Drone Services Terms and Conditions shall apply.

3.11 Intellectual Property & Ownership: Upon full payment of the Fee, Jersey Podcast assigns all copyright in the Final Delivered Episode to the Client. Jersey Podcast retains ownership of all Raw Footage, Project Files, and Templates unless agreed otherwise in writing.

3.12 All IP Rights subsisting in Content produced or provided by Client shall be owned by Client save that Client acknowledges and agrees that:

3.12.1 All Know How disclosed by Jersey Podcast to Client or to which Client has access relating to the creation, production and use of any Content shall be owned by and remain vested in Jersey Podcast absolutely and is subject to the restrictions set out in this Agreement; and

3.12.2 It shall not use such Content on any products which compete with any Jersey Podcast products or technology, save with Jersey Podcast's express written consent.

3.13 Marketing Usage: The Client grants Jersey Podcast a non-exclusive, perpetual, royalty-free license to use the Final Delivered Episode, Raw Footage, photography, behind-the-scenes content, or excerpts thereof, for Jersey Podcast’s own promotional purposes, including but not limited to Jersey Podcast's website, social media channels, showreels, and portfolio.

3.14 Content Indemnity (Libel & Defamation): The Client acknowledges that Jersey Podcast acts solely as a technical service provider and producer. The Client accepts full responsibility for the spoken content of the recordings. The Client shall indemnify Jersey Podcast against all claims, damages, legal fees, and costs arising from any claim that the Content creates (including but not limited to defamation, slander, libel, breach of privacy, or copyright infringement).

3.15 Guest Releases: The Client is solely responsible for obtaining all necessary consents, releases, and permissions (including Guest Releases) from all contributors, guests, and interviewees featured in the Production. In the event that a guest or contributor demands the removal or editing of content after production has commenced or completed, the Client shall remain liable for the full Fee payable to Jersey Podcast.

3.16 Digital Storage & Archiving: Jersey Podcast will retain the Final Delivered Episode and Raw Footage for a period of three (3) months from the delivery date. After this period, files may be permanently deleted from Jersey Podcast’s servers. Long-term archiving is available upon request for an additional fee.

3.17 Review, Revisions, and Approval: Upon completion of the initial edit, Jersey Podcast shall provide the Client with a watermarked draft of the Final Delivered Episode and associated social media clips (the "Drafts") for review.

3.18 The standard Fee includes up to two (2) rounds of reasonable revisions to the Drafts, provided such revisions align with the original scope and Production Plan.

3.19 Consolidated Feedback: For each round of revisions, the Client must submit all feedback, edits, and timestamped change requests consolidated into a single written communication (e.g., one email or through a designated review platform).

3.20 Review Timeframe: The Client shall have three (3) Business Days from the delivery of the Drafts to submit their consolidated feedback. If the Client fails to provide feedback or request revisions within this timeframe, the Drafts shall be deemed automatically approved and final, and Jersey Podcast will proceed with final export and delivery.

3.21 Additional Revisions: Any requests for revisions beyond the two (2) included rounds, or any requests that deviate significantly from the original recording or agreed Production Plan (e.g., requesting to add new footage not previously discussed), shall be classified as Additional Services and billed at Jersey Podcast’s then-current standard hourly rate.

3.22 Final Approval: Once the Client approves the Final Delivered Episode (or it is deemed approved under clause 3.20), any subsequent changes requested by the Client will incur additional fees.

4. Fees & Prices

4.1 In consideration of the provision of the Services by Jersey Podcast to Client as detailed in the Proposal, Client shall pay the Fee as set out at and in accordance with the Proposal.

4.2 Client shall pay any additional costs which may arise during this Agreement in connection with the provision of the Services provided that Client's approval has been obtained prior to such costs being incurred.

4.3 To the extent that no payment period is stipulated for any sum owed by Client under this Agreement, Client shall pay such sum within 7 days of the date of Jersey Podcast's invoice for such sum, save that where Jersey Podcast requires a Deposit to be paid prior to the date of the commencement of the Services, Client shall ensure the Deposit is paid by such date otherwise Jersey Podcast may at its discretion suspend the supply of the Services.

4.4 Delays in Client payments to Jersey Podcast may result in variations to delivery schedules and increases in costs.

4.5 Unless expressly stated otherwise all sums due to Jersey Podcast shall be paid in full without deduction save that the Deposit, if any, shall be deducted from the final Fee.

4.6 In the event that any payments due from Client under this Agreement are not made by the due date, then without prejudice to any other right or remedy:

4.6.1 Client shall pay to Jersey Podcast interest (calculated on a daily basis) on the overdue payment from the date such payment was due to the date of actual payment at a rate of 4% over the base lending rate of the Bank of England from time to time;

4.6.2 Jersey Podcast shall be entitled to suspend performance of the Services and any other of its obligations under this Agreement until payment is received in full; and

4.6.3 Jersey Podcast shall be entitled to terminate the Agreement in accordance with clause 12.3.

5. Rescheduling & Cancellations

5.1 Where Client wishes to reschedule the Production it shall notify Jersey Podcast immediately of the same and any rescheduling of a Production shall be subject to Jersey Podcast being able to accommodate the rescheduling (which Jersey Podcast shall use its reasonable endeavours to do) and to the renegotiation of the Fee payable by Client to take into account any additional fee that may be incurred by Jersey Podcast as a result of such rescheduling.

5.2 Where the Production is cancelled, either by Client or as a result of the termination of this Agreement by either party (save where the Agreement is terminated by Client as a result of a Jersey Podcast breach pursuant to clause 12.1.1 in which case no cancellation fee shall be payable) Client shall pay to Jersey Podcast the Cancellation Fee detailed below less the Deposit, if any, together with any additional costs already incurred or committed to by Jersey Podcast pursuant to this Agreement prior to such cancellation.

5.3 Cancellation Fees:

5.3.1 Cancellation less than 48 hours before the Commencement Date/Time: 100% of the Fee payable.

5.3.2 Cancellation less than 7 days (but more than 48 hours) before the Commencement Date: 50% of the Fee payable.

5.3.3 Cancellation more than 7 days before the Commencement Date: 25% of the Fee payable.

6. Acknowledgement & Publicity

6.1 Client may not use the Jersey Podcast name or any trademarks owned by Jersey Podcast save as expressly agreed by Jersey Podcast.

6.2 Jersey Podcast shall be entitled to list Client as a Client (together with the name of the Production) in any Jersey Podcast promotional material and reviews or articles about Jersey Podcast.

7. Confidentiality

7.1 For the purposes of this Agreement, "Confidential Information" shall mean:

7.1.1 The terms of this Agreement, including for the avoidance of doubt the Proposal;

7.1.2 The Know How, which is Confidential Information belonging to Jersey Podcast;

7.1.3 Any information (whether or not technical) of a confidential nature communicated by one party to the other, either preparatory to, or as a result of, this Agreement.

7.2 Subject to clause 7.3, and the Non-Disclosure Agreement, if used, each party ("Receiving Party") shall:

7.2.1 Keep confidential and not disclose, nor permit the disclosure of, any Confidential Information belonging to the other to any third party;

7.2.2 Only use Confidential Information disclosed to it for the purpose of exercising or performing its rights and obligations under this Agreement; and

7.2.3 Take proper and reasonable measures to maintain the confidentiality of Confidential Information disclosed to it including keeping the Confidential Information in safe and secure locations which are not accessible by third parties.

7.3 Each Receiving Party may disclose Confidential Information to its officers and employees only who are directly or indirectly concerned in the performance of such party's obligations under this Agreement or, its professional advisers, provided that, prior to disclosure to any such officer, employee or professional adviser, the Receiving Party informs such person of the confidential nature of the information and such person agrees to act in compliance with the confidentiality obligations of this clause 7.

8. Protection of the Licensed Rights

8.1 Client shall not alter the Production (including for the avoidance of any doubt the music used in the Production) or sell the Production, reproduce it, licence it, replicate it or do or omit to do any other act which may infringe the Licensed Rights used in the Production.

8.2 Client shall comply with the Licensed Rights at all times during the Term and thereafter and Client shall immediately notify Jersey Podcast of any actual, suspected or threatened infringement of any of the Licensed Rights.

9. Warranties & Indemnities

9.1 Jersey Podcast warrants and represents to Client at the date of this Agreement that it has the right, power and authority to enter into this Agreement.

9.2 Client warrants and represents to Jersey Podcast at the date of this Agreement that it has:

9.2.1 The right, power and authority to enter into this Agreement;

9.2.2 Sufficient funds to pay all sums owing to Jersey Podcast under this Agreement; and

9.2.3 Obtained all necessary consents, approvals and licences for the Production to be held at the Venue, as appropriate.

9.3 Client shall indemnify Jersey Podcast, its employees, agents and sub-contractors against any liability, loss, damage, costs, and expenses (including reasonable legal costs) whatsoever and howsoever arising incurred or suffered by such parties arising out of or in connection with:

9.3.1 Any breach of the terms of this Agreement by Client its employees, agents or sub-contractors or any act or omission of any of them; and

9.3.2 Any negligent or tortuous acts of Client, its employees, agents or sub-contractors.

10. Limitations on Liability

10.1 Nothing in this Agreement shall limit or exclude either party's liability for:

10.1.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

10.1.2 Fraud or fraudulent misrepresentation.

10.2 Subject to clause 10.1, Jersey Podcast shall under no circumstances whatsoever be liable to Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

10.2.1 Loss of profit, loss of business, loss of revenue, loss of anticipated savings, loss of opportunity or expectation, loss of bargain, loss of data, loss of reputation or goodwill or failure to achieve any business outcome or goal (whether direct or indirect); and

10.2.2 Any special, indirect or consequential loss, arising under or in connection with this Agreement.

10.3 Jersey Podcast's maximum aggregate liability to Client for losses or damages suffered in respect of all claims arising under this Agreement shall in no circumstances exceed the total aggregate amount of payments received by Jersey Podcast from Client pursuant to this Agreement.

11. Force Majeure

11.1 Save in respect of any obligation to make payment under this Agreement (which obligations shall not be subject to the provisions of this clause 11), neither party shall be liable to the other for any delay or failure in performing its obligations under this Agreement caused by an event or circumstance beyond its reasonable control including but not limited to act of God, fire, explosion, storm, flood, earthquake, or other natural physical disaster, COVID-19 or any other pandemic, lockouts or other industrial action, civil commotion, riot, act of terrorism, war threat or preparation for war and any supplier failure ("Event of Force Majeure").

12. Termination

12.1 Either party may terminate this Agreement immediately upon giving notice in writing without payment of compensation or other damages caused to the other party if:

12.1.1 The other party commits a material breach of any of its obligations under this Agreement which is incapable of remedy or, the other party fails to remedy where it is capable of remedy or persists in any breach of any of its obligations under this Agreement after having been required in writing to remedy or desist from such breach within a period of 14 days;

12.1.2 The other party becomes insolvent or has a receiver or administrative receiver appointed, has called a meeting of creditors, resolves to go into liquidation or has a petition for its winding up presented (except for any bona fide amalgamation or reconstruction while solvent).

12.2 A material breach incapable of remedy by Client shall include but is not limited to breach of clause 3.4.

12.3 Jersey Podcast may, in addition to the above rights, terminate this Agreement immediately upon giving notice in writing without payment of compensation or other damages to Client, if any sum due to be paid by Client remains unpaid for more than fourteen (14) days after becoming due.

13. Effects of Termination

13.1 Upon termination or expiry of this Agreement for any reason whatsoever;

13.1.1 All sums owing to Jersey Podcast under this Agreement shall immediately become due and payable and, in respect of Services supplied but for which no invoice has been submitted, Jersey Podcast may submit an invoice, which shall be payable in accordance with the terms of this Agreement;

13.1.2 The provisions of this Agreement which are either expressed or by their nature are intended to survive termination shall remain in full force and effect.

14. Non-Compete & Non Solicitation

14.1 In order to protect the Know How, Confidential Information and business connections of Jersey Podcast, Client shall not during the term of this Agreement and for a period of 6 months following the termination or expiry of this Agreement:

14.1.1 Undertake any activities which would compete with Jersey Podcast; and

14.1.2 In the course of any business concern which is in competition with Jersey Podcast's business, offer to employ or engage, or otherwise endeavour to entice away, any employee of Jersey Podcast, or any consultant, contractor or freelancer engaged by Jersey Podcast.

15. Data Protection

15.1 Jersey Podcast is a Data Controller under the Data Protection (Jersey) Law 2018. Jersey Podcast is committed to protecting the privacy and security of Client's personal information.

15.2 In order to carry out the Services Jersey Podcast will collect and hold only such personal information as it may need for the Services and such personal information will be used lawfully, fairly and in a transparent way.

15.3 Jersey Podcast shall keep any personal information for the duration of this Agreement and thereafter such personal information shall be disposed of securely or retained, with the agreement of Client, for further production projects.

15.4 Jersey Podcast may have to share Client's data with third parties such as sub-contractors and freelancers.

15.5 Jersey Podcast has procedures to deal with any suspected data security breach and will notify Client and the Information Commissioner of a suspected breach where legally required to do so.

16. Notices

16.1 Any notice or communication to be given pursuant to this Agreement shall be in writing, signed by or on behalf of the party giving it and shall be delivered to the other party personally or sent by pre-paid first-class post, recorded delivery, by commercial courier or by email to the person at the address or email address specified in the Proposal.

17. General

17.1 This Agreement and the documents referred to in it, shall set out the entire agreement and understanding between the parties.

17.2 Client may not assign, transfer, charge or deal in any manner with all or any of its rights or obligations under this Agreement without the prior written consent of Jersey Podcast.

17.3 This Agreement does not constitute a contract of employment nor does is it create, or be deemed to create, a partnership or joint venture or a relationship of principal and agent between the parties.

17.4 No third party shall have the benefit of or the right to enforce any term of this Agreement.

17.5 Any variation to this Agreement must be in writing and signed by the parties' respective authorised signatories.

17.6 If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall to the extent required be severed and deemed not to form part of this Agreement and the validity and enforceability of the other provisions of this Agreement shall not be affected.

18. Governing Law and Jurisdiction

18.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by, and construed in accordance with the laws of the Island of Jersey.

18.2 Where Client is located outside Jersey and the Services are provided outside Jersey any dispute or claim arising out of or in connection with this Agreement shall be subject to the non-exclusive jurisdiction of the Jersey Courts.