These General Terms and Conditions For Podcasters (together with the sign up form) form the standard terms and conditions for the supply by You of all audio content on talkSPORT’s designated fan network on the Platform (Agreement). The term of this Agreement will be 12 months from the date that You submit the sign up form, at which time it will automatically expire.
1. During the term of this Agreement You may produce one off or a series of audio content demonstrating your opinion of football at your club and in the wider football ecosystem (Podcasts) on the terms and conditions of this Agreement. Nothing in this Agreement shall oblige talkSPORT to retain the Podcast on the Platform or for You to provide Podcasts. The fee and/or revenue share applicable to this Agreement has been agreed between You and talkSPORT.
2. Production of Podcast.
2.1 In the event that You provide Podcasts, You shall produce and/or provide original, professional quality audio content, using Your own equipment (provided at Your own cost), in a competent manner and to the full extent of your skills and ability. All Podcasts must be submitted in accordance with the following:
(a) each Podcast shall include all appropriate warnings and disclaimers including the following "This Podcast has been created and uploaded by [INSERT NAME OF THE COPYRIGHT OWNER AND CREATOR OF THE PODCAST WHICH SHOULD BE THE SAME]. The views in this Podcast are not necessarily the views of talkSPORT.”;
(b) Acast Community Guidelines at:
(c) All Podcasts must be consistent with the warranties and representations at clause 6; 2.2 The parties agree that Your obligation to comply with this clause 2 is a material term of this Agreement.
2.3 talkSPORT and the Platform Provider are under no obligation to use, publish, distribute or syndicate the Podcast and each of them may remove any inappropriate content or any podcast containing inappropriate content in their sole discretion without prior notification to you or any third party.
3. Advertising and Sponsorship
Unless agreed otherwise in writing, talkSPORT shall have the exclusive right to create and sell (or authorise a third-party agency to create and sell at the sole discretion of talkSPORT) advertisements, sponsorships or promotions relating to the Podcast or any episode thereof and serve such advertisements, sponsorships or promotions on the Platform (Advertising Rights).
4. Copyright, usage and licence.
4.1 You shall remain the copyright owner of the Podcast for the full term of copyright. You hereby grant to the talkSPORT the following rights in respect of all Podcasts submitted under this Agreement:
(a) for the full term of copyright including all renewals, revivals, revisions and extensions (and thereafter (insofar as possible) in perpetuity) an irrevocable, exclusive, sub-licensable licence to use, reproduce, make available, publish and distribute the Podcast via the Platform and on talkSPORT’s platforms in all forms of media known now or in the future anywhere in the world;
(b) for the full term of copyright including all renewals, revivals, revisions and extensions (and thereafter (insofar as possible) in perpetuity) an irrevocable, exclusive, sub-licensable licence to exploit the Advertising Rights.
4.2 You acknowledge and agree that talkSPORT shall own all Intellectual Property Rights in the trade marks ‘talkSPORT’, ‘talkSPORT Fan Network’ and ‘Fan Network’ and all other brands, podcast titles and trade marks of talkSPORT whether registered or not.
5. Complaints: You shall immediately notify talkSPORT in writing of any complaints in connection with the Podcast and subject to clause 7 resolve all complaints in accordance with any and all laws (including consumer protection laws and Data Protection Legislation) and comply with any reasonable instructions from talkSPORT in respect of the same.
6. Warranties, Indemnity.
6.1 You hereby warrant and represent to talkSPORT that (a) You are the sole owner of the Podcast and You have full authority to enter into this Agreement; (b) You have secured all necessary thirdparty permissions, releases, waivers and consents (including from persons appearing in the Podcast,) necessary to grant talkSPORT the rights in and to the Podcast expressed to be granted under this Agreement; (c) the Podcast does not and will not contain any content that infringes the copyright or any other rights of any third party; including any right of confidentiality or privacy and (d) You shall ensure that the Podcast complies with and is in compliance with all applicable laws, codes and regulations, including but not limited to broadcast, including the Ofcom Broadcasting Code which is available at //stakeholders.ofcom.org.uk/broadcasting/broadcast-codes/broadcast-code/ and policies and guidelines which are available at //www.ofcom.org.uk/about/policies-andguidelines/; and all laws regarding defamation, contempt privacy, and data protection and not as a result of any harassment, bribe or other illegal activity; the CAP Code (The UK Code of non-Broadcast Advertising and Direct and Promotional marketing), which is available at: //www.asa.org.uk/codes-and-rulings/advertising-codes/non-broadcast-code.html; and (d) You will not engage in any activity, practice or conduct which would constitute a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017 or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017. You shall promptly report to talkSPORT any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017 in connection with the performance of this Agreement; and (4) You shall not engage in any conduct (in producing the Podcast or at any other time) that is reasonably capable of damaging the reputation, brand or business of talkSPORT Limited, any group company of talkSPORT, or of the Platforms and/or the Podcast advertisers and sponsors.
6.2 You agree to indemnify and keep indemnified on demand talkSPORT and any group company of talkSPORT, the Platforms and the Podcast advertisers and sponsors against all actions, claims, costs, liabilities and losses (including legal costs) which may be made against it or them or which it or they may incur which relate to or arise directly from any breach by You of the terms of this Agreement. You further agree to indemnify talkSPORT on demand against all actions, claims, costs, liabilities and losses (including legal costs) of whatever nature which may be brought by You relating to or arising from this Agreement including but not limited to any claim for employment or worker status or associated rights.
7. Protection of rights and conduct of claims
7.1 You shall notify talkSPORT of any actual or threatened (a) infringement of the copyright in, or (b) any other legal dispute that arises over the Podcast or this Agreement.
7.2 talkSPORT may, at its own expense and as it sees fit, take reasonable steps to protect the copyright and other rights in the Podcast and, where necessary, You shall also take steps to protect those rights.
7.3 You shall assist talkSPORT with any complaint or claim by providing honest, transparent, timely information and access to all records.
7.4 Where a complaint or claim relates to material published on the Platform, talkSPORT has the right to assume full conduct of the proceedings.
7.5 If there is a concern that a Podcast might raise a legal or regulatory issue, You shall discuss this with a legal adviser, and notify talkSPORT of the issue before uploading the Podcast onto the Platform.
8. Payment Terms.
In consideration of, and subject to, the rights expressed to be granted under this Agreement, talkSPORT shall pay to you a share of the net advertising and sponsorship revenue (or zero if no impressions have been generated) in relation to the relevant Podcast agreed in writing (including email) within 60 days of receiving such revenue.
9. Confidentiality.
You may have access to confidential information, (including in relation to stories prior to publication) which is not otherwise in the public domain. You may also have access to confidential information relating to talkSPORT or its current or planned products, publishing activities, finances, marketing, employees, customers or business strategies. You agree during the term of this Agreement and after its expiry or termination to: (a) to keep all such confidential information strictly secret and confidential; (b) not to disclose any confidential information to any third party; and (c) to use confidential information only for the purposes of carrying out Your designated work. This restriction does not apply to information already in the public domain (other than through Your breach of this clause or disclosure by a third party under an obligation of confidence) or information that must be disclosed by law. This clause does not prevent You from raising a concern under the Wireless Whistleblowing Policy.
10. Data Protection.
For the purposes of this Clause 10, the terms “process”, "personal data", "controller", "processor", "personal data breach", "data subject" and "supervisory authority" shall have the same meanings as set out in the Data Protection Legislation.
10.1 In this Agreement, Data Protection Legislation means all applicable law relating to the processing, privacy and/or use of personal data, as applicable to either party, the Podcast and or the method of obtaining and sharing the Podcast, including the Directive on Privacy and Electronic Communications 2002/58/EC, (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended the General Data Protection Regulation (EU) 2016/679 as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 ("GDPR"), data protection and privacy laws in the United Kingdom (including the Data Protection Act 2018) and any legislation and/or regulation implementing or made pursuant to, or which amends, replaces, re-enacts or consolidates, any of the foregoing from time to time and any opinions, guidance, advice, directions, orders and applicable codes of practice issued or approved by any supervisory authority responsible for administering Data Protection Legislation.
10.2 . In performing this Agreement, the parties shall comply with their respective obligations under the Data Protection Legislation.
10.3 talkSPORT or any group company may process information relating to the Podcaster in accordance with its privacy policy and Contributor Privacy Notice available at: //www.news.co.uk/how-wedo-it/.
11. Payment, Tax and Status. You shall at all times remain a freelance contractor. You are not, and shall not represent Yourself to be, an employee or worker of talkSPORT and You will not hold yourself out as such. You are not entitled to any benefits applicable to employees or workers of talkSPORT. This Agreement constitutes a contract for the provision of services and not a contract of employment. Nothing in this Agreement shall prevent You from accepting work from any other person. You are solely liable for any and all income tax, National Insurance and/or VAT which may be found due in respect of Your engagement under this Agreement and You will be responsible for and indemnify talkSPORT for, the payment of all such taxes and other amounts due on the sums payable to you under the Agreement together with any interest, penalties, costs or gross-up thereon (save to the extent caused directly by any delay on the part of the talkSPORT in dealing with a relevant demand, assessment or determination from HM Revenue & Customs and/or save to any extent prohibited by law). talkSPORT shall be deemed to be obliged to pay any amount if it receives a written demand from HM Revenue & Customs.
12. Miscellaneous. Headings and bold type in these terms and conditions are inserted for convenience and shall not affect their interpretation or construction in any way. If any term of this Agreement shall be deemed invalid, void, or unenforceable, that term shall be severable and shall not affect the validity and enforceability of any remaining terms. talkSPORT may assign the benefit of this Agreement and any additional agreed terms and conditions pertaining to a Podcast provided that talkSPORT procures that the assignee is bound by the obligation to pay the percentage of net syndication revenue payable to You. The parties agree that this Agreement is the entire agreement between the parties and shall be subject to and construed in accordance with English law and under the exclusive jurisdiction of the English courts. Except for members of talkSPORT, a person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to rely upon or enforce any term of this Agreement.
13 Definitions
You, You, Your, Yourself means you the person (i) producing (ii) creating and (iii) uploading the Podcast.
talkSPORT means talkSPORT Limited (Company registration no. 02806093) of 1 London Bridge Street, London SE1 9GF.
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Platform means: ACAST and any other platform upon which ACAST or talkSPORT distribute the Podcast.
Platform Provider means: any company that owns and operates a Platform including talkSPORT.