REVOLUTION MEDIA & EVENTS LTD

General Business Terms

PURPOSE

These are the master business-to-business contractual terms of Revolution Media & Events Ltd. They are designed to sit above service-specific schedules and individual Order Forms.

LEGAL STRUCTURE

Revolution Media & Events Ltd is the legal supplier and contracting party. Revolution may market particular products and services under product or service brands, including Acuity Beacon. Acuity Beacon is a product and service brand; it is not a separate legal entity and does not itself enter into contracts with clients.

Revolution Media & Events Ltd is registered in England and Wales under company number 13944271. Registered office: 184 Cambridge Science Park, Milton Road, Cambridge, England, CB4 0GA.

These General Business Terms are intended for business clients only and are not intended for consumers.

How these Terms work

These General Business Terms (the “Terms”) apply to business-to-business products and services supplied by Revolution Media & Events Ltd (“Revolution”, “we”, “us” or “our”).

Specific products or services may also be governed by a Service Schedule and an Order Form. Those documents should be read together with these Terms.

If documents forming part of an Agreement conflict, the following order applies unless the Order Form expressly states otherwise:

(a) the Order Form;

(b) the applicable Service Schedule;

(c) these General Business Terms; and

(d) any other proposal, quotation or written project material.

1. Definitions

1.1 Agreement means the contract between the Client and Revolution comprising the applicable Order Form, any applicable Service Schedule, these Terms and any other document expressly incorporated into the Agreement.

1.2 Brand means a product or service brand owned or operated by Revolution Media & Events Ltd under which particular products or services may be marketed, including Acuity Beacon.

1.3 Client means the business, organisation or other legal person purchasing the Services.

1.4 Client Materials means materials supplied or made available by or on behalf of the Client, including logos, footage, photographs, text, data, claims, documents, trademarks, customer information and other assets.

1.5 Deliverables means final materials we agree to create and deliver under an Order Form or Service Schedule, including videos, edits, designs, web materials, documents, reports, copy, sales-support assets, software outputs or other agreed outputs.

1.6 Order Form means any proposal, order form, statement of work, quotation, subscription confirmation, checkout confirmation or other written document accepted by both parties which identifies the Services, fees, term or other commercial arrangement.

1.7 Retained IP means our pre-existing or reusable know-how, systems, methods, workflows, templates, prompts, frameworks, research methods, taxonomies, software, code, tools, designs, production techniques and other intellectual property that is not created specifically and exclusively for the Client.

1.8 Service Schedule means additional terms applying to a particular category of Service or named offering. A Service Schedule may address matters such as deliverables, production, usage rights, retention, subscription mechanics, cancellation, support or other service-specific rules.

1.9 Services means the products or services described in the applicable Order Form and any applicable Service Schedule.

2. Contract formation and order of precedence

2.1 The Agreement is between the Client and Revolution Media & Events Ltd. This remains the case where the relevant products or Services are marketed under a Brand such as Acuity Beacon.

2.2 The Agreement is formed when the Client signs or otherwise accepts an Order Form, instructs us to begin work after receiving the relevant contractual documents, or completes a checkout or subscription process that expressly incorporates the relevant contractual documents.

2.3 If documents forming part of the Agreement conflict, the following order applies unless the Order Form expressly states otherwise: (a) the Order Form; (b) the applicable Service Schedule; (c) these General Business Terms; and (d) any other proposal, quotation or written project material.

2.4 A Service Schedule applies only where the Order Form, checkout or other written agreement identifies or incorporates it.

2.5 A change in the registered company name of Revolution Media & Events Ltd will not by itself terminate, replace or otherwise affect an existing Agreement, provided that the legal identity of the contracting entity remains unchanged.

3. Services and scope

3.1 We will provide the Services with reasonable care and skill and in accordance with the scope set out in the applicable Order Form and Service Schedule.

3.2 The nature, quantity, timing and method of delivery of the Services will be as stated in the applicable Order Form and Service Schedule.

3.3 Work outside the agreed scope may be quoted separately or treated as an additional project, sprint, module or change request.

3.4 We may recommend changes to priorities or approach where new evidence, commercial information, technical constraints or performance data reasonably justify doing so. Any material change to agreed scope, fees or third-party spend requires Client approval.

3.5 We are not required to carry out work that we reasonably consider unlawful, misleading, unsafe, unethical, technically unsuitable or likely to infringe third-party rights.

4. Client responsibilities

4.1 The Client will provide information, access, decisions, approvals, people, locations, credentials and materials reasonably needed for the Services.

4.2 The Client is responsible for the accuracy and completeness of information it supplies, including product claims, prices, technical statements, regulatory statements, customer facts and commercial representations.

4.3 The Client will identify any legal, regulatory, brand, confidentiality, security or sector-specific restrictions that may affect the Services.

4.4 Where delays are caused by missing information, approvals, access, personnel or other Client-side dependencies, agreed dates may move accordingly and we will not be responsible for consequences caused by that delay.

4.5 The Client will use reasonable efforts to ensure that its staff and representatives cooperate with the agreed process, including consolidated feedback and timely approvals.

5. Fees, taxes, expenses and third-party costs

5.1 Fees are those stated in the Order Form and are exclusive of VAT unless expressly stated otherwise. VAT will be added if and when legally required.

5.2 Payment timing, billing frequency, subscription mechanics and any minimum commitment will be as stated in the Order Form or applicable Service Schedule. Recurring fees may be collected automatically through Stripe or another agreed payment provider.

5.3 Unless included in the Order Form, the Client is responsible for agreed third-party costs such as paid media, specialist crew, locations, actors, travel outside an agreed area, stock assets, licences, hosting, software, printing, couriers or other external costs.

5.4 We will obtain approval before committing the Client to material third-party expenditure unless the Order Form already authorises that category and level of spend.

5.5 Fees already earned, committed external costs and approved expenses remain payable even if a project is paused or terminated, subject to any contrary provision in an applicable Service Schedule or Order Form.

6. Late payment, failed payment and suspension

6.1 Payment is due on the date stated in the invoice, Order Form, Service Schedule or subscription arrangement.

6.2 If a payment fails or remains overdue, we may retry collection and may suspend some or all Services after giving reasonable notice. We may also exercise any statutory rights available in relation to late commercial payments.

6.3 During a suspension for non-payment, we are not required to continue strategy, production, editing, publishing, development, account management, hosting administration or other Services. Any delivery dates or milestones affected by the suspension will cease to be binding and may be rescheduled when work resumes.

6.4 We are not responsible for delays, missed opportunities, reduced campaign performance, platform inactivity or other consequences that arise because Services were properly suspended for non-payment.

6.5 We may withhold final Deliverables, working materials or access to project files until overdue amounts relating to those Services have been paid in full.

6.6 Any licence, transfer or assignment of intellectual property that is expressly conditional upon payment will not take effect until the relevant fees have been paid in full.

6.7 Suspension does not remove obligations relating to confidentiality, data protection or any liability that cannot lawfully be excluded.

6.8 If payment remains materially overdue after written notice, we may terminate the Agreement for breach.

7. Term, completion and termination

7.1 The term of the Services, including whether they are one-off, recurring, fixed-term or continuing, will be stated in the Order Form or applicable Service Schedule.

7.2 Any right to terminate a recurring or fixed-term Service without cause, and any notice period or final payment mechanics, will be as stated in the applicable Service Schedule or Order Form.

7.3 We may suspend or terminate Services immediately, or on shorter notice where appropriate, if the Client commits a material breach and does not remedy it within a reasonable period after notice; payment remains materially overdue; the Client asks us to carry out unlawful, misleading, infringing or unsafe work; the Client or its representatives behave abusively or threateningly; continued work would create a material legal, regulatory, security or reputational risk for us; or the Client becomes insolvent, ceases trading or is unable to pay its debts as they fall due.

7.4 Where reasonably practicable, we will take proportionate steps and communicate the reason for suspension or termination.

7.5 Ending one Service does not automatically cancel separate projects, licences, subscriptions, third-party contracts or other arrangements unless expressly stated.

7.6 Termination does not affect fees already due or approved non-cancellable third-party commitments.

7.7 Accrued payment obligations, confidentiality, intellectual property provisions, liability provisions and any terms intended by their nature to survive termination will continue after termination.

8. Review, approvals and change control

8.1 The Client will provide feedback within reasonable timescales and, where possible, as one consolidated set of comments from an authorised decision-maker.

8.2 Unless the applicable Order Form or Service Schedule states otherwise, reasonable revisions within the agreed brief are included. Re-briefing, new concepts, substantial changes after approval, additional production or changes caused by inaccurate Client instructions may be charged separately.

8.3 The Client is responsible for final approval of factual, technical, regulatory, pricing and commercial claims before publication or deployment.

8.4 Drafts, review copies and work-in-progress materials are provided for review only unless we expressly confirm they are final. If the Client publishes, deploys or distributes an unapproved draft, it does so at its own risk except to the extent the issue was caused by our negligence or breach.

8.5 Approval does not prevent us from correcting an error that we introduced after approval or from taking action where continued publication would be unlawful or materially misleading.

9. Intellectual property and Deliverables

9.1 Client Materials remain the property of the Client or their relevant owners.

9.2 Unless an applicable Service Schedule or Order Form expressly provides for ownership to transfer, then subject to full payment we grant the Client a perpetual, worldwide, royalty-free, non-exclusive licence to use, reproduce, adapt, publish, distribute and otherwise exploit the final Deliverables for the Client’s lawful business purposes.

9.3 Where an applicable Service Schedule or Order Form expressly states that ownership of specified commissioned Deliverables is to transfer to the Client, we will, subject to full payment and the exclusions in this clause, assign to the Client the copyright and other transferable intellectual property rights owned by us in those specified Deliverables. Any formal assignment will be recorded in writing and signed by or on behalf of Revolution Media & Events Ltd where legally required. An Order Form signed by an authorised signatory of Revolution may itself contain or confirm that assignment.

9.4 Any transfer or licence under this clause excludes Retained IP, working methods, reusable systems, source code, templates, AI prompts, workflows, research structures, taxonomies, interview frameworks, production techniques, software, know-how and other materials that existed before the engagement or are capable of reuse across clients.

9.5 Where Retained IP is embedded in a Deliverable, we grant the Client a perpetual, worldwide, royalty-free licence to use that Retained IP only as necessary to use, reproduce, adapt and exploit the Deliverable for the Client’s business purposes.

9.6 Third-party materials remain subject to the relevant third-party licence. Ownership of, or a licence to, a Deliverable does not transfer ownership of music, stock footage, fonts, software, templates, datasets, third-party code, AI models or other external materials incorporated into it.

9.7 Editable working files, project files, timelines, source design files, code repositories, prompt libraries and internal production documents are not included unless the applicable Order Form or Service Schedule expressly says they are.

9.8 We may retain and reuse general skills, ideas, techniques, experience, know-how and non-confidential learnings developed while performing the Services, provided we do not disclose Client Confidential Information or represent another client’s work as belonging to the Client.

9.9 Where we use subcontractors to create commissioned materials, we will take reasonable steps to obtain sufficient rights from them to enable us to grant the rights promised in the Agreement.

10. Client Materials and third-party rights

10.1 The Client grants us a non-exclusive licence to use Client Materials as reasonably necessary to perform the Services and to exercise any promotional rights granted under clause 11.

10.2 The Client warrants that it has the rights, permissions and authority needed for us to use Client Materials in the way the Client instructs us to use them.

10.3 The Client is responsible for the legality and substantiation of claims it asks us to publish or deploy about its products, services, customers, competitors or performance.

10.4 We may refuse to use material where we reasonably believe rights are unclear, permission is missing, or publication or use could be unlawful or misleading.

10.5 The Client will be responsible for third-party claims to the extent they arise from Client Materials, Client instructions or permissions that the Client warranted it held but did not hold, subject to clause 17.

11. Portfolio use, publicity and client logos

11.1 Unless the Client instructs us otherwise in writing, the Client grants us a non-exclusive, worldwide, royalty-free licence to use the Client’s name, logo and final public Deliverables for our own portfolio, website, proposals, pitches, social media, showreels, awards, case studies and other promotional purposes, including promotion of products and services marketed under our Brands.

11.2 We will not use unpublished Confidential Information or disclose sensitive commercial details for promotional purposes without permission.

11.3 Any promotional use involving third-party contributors, customer testimonials or other identifiable individuals remains subject to applicable law and any separate rights or permissions applying to those individuals.

11.4 The Client may opt out of future promotional use at any time by written notice. We will stop new promotional use within a reasonable period. We are not required to recall printed materials already produced or remove immutable historic records, but we will use reasonable efforts to remove online promotional material under our control where requested.

11.5 We may identify the Client as a current or former client using its name and logo unless the Client opts out in writing.

12. Digital services, platforms, advertising and AI-assisted tools

12.1 Services may depend on third-party platforms such as website hosts, plugins, social networks, advertising platforms, analytics providers, cloud storage, editing software, AI services and other technology.

12.2 We do not control third-party algorithms, availability, account policies, ranking systems, reach, search visibility, platform moderation or changes in platform functionality.

12.3 We do not guarantee website uptime, search ranking, social-media reach, AI-answer visibility, advertising performance or continued availability of any third-party platform or feature.

12.4 Paid media or platform spend is separate from our fees unless expressly included. The Client is responsible for approved advertising budgets and charges imposed by third-party platforms.

12.5 We may use AI-assisted and automated tools for research, transcription, editing, analysis, design, ideation, workflow automation and production. We will apply reasonable human review appropriate to the task.

12.6 We will not knowingly present materially synthetic or altered customer evidence as authentic real-world evidence without appropriate disclosure or Client approval.

12.7 We will use reasonable care when selecting and configuring third-party technology and will handle Confidential Information in accordance with clauses 13 and 14.

12.8 Where we work with customer, prospect or marketing lists, the Client is responsible for ensuring that the underlying collection, lawful basis, privacy information and any marketing permissions or opt-outs required by applicable data-protection and electronic-marketing law are in place, unless we expressly agree to take responsibility for a specific compliance task.

12.9 Where a Deliverable contains material generated or materially assisted by an AI system, the Client receives only those rights that we lawfully hold and are able to grant. We do not warrant that purely AI-generated elements are exclusive to the Client or incapable of being generated in a similar form for others.

13. Confidentiality

13.1 Each party will keep the other party’s Confidential Information confidential and will use it only for the Agreement.

13.2 Confidential Information includes non-public commercial, financial, customer, pricing, technical, security, strategic and operational information and any information that a reasonable business person would understand to be confidential.

13.3 Confidential Information does not include information that is already lawfully public, was lawfully known without restriction, is independently developed without use of the confidential information, or is lawfully received from a third party without a duty of confidence.

13.4 We may disclose Confidential Information to employees, contractors, professional advisers and service providers who need it to deliver the Services and who are subject to appropriate confidentiality obligations.

13.5 A party may disclose information where required by law, regulation or court order, where legally permitted giving the other party reasonable notice.

13.6 We may use anonymised and aggregated learnings that do not identify the Client or reveal Confidential Information to improve our methods, benchmarks and services.

14. Data protection and security

14.1 Each party will comply with applicable data protection law, including the UK GDPR and Data Protection Act 2018, to the extent applicable to its activities.

14.2 Depending on the activity, the parties may each act as independent controllers, or we may act as a processor on the Client’s behalf.

14.3 Where we act as a processor on the Client’s behalf, Schedule 1 applies.

14.4 The Client will not provide special-category personal data, criminal-offence data or other unusually sensitive personal data unless this is genuinely necessary, lawful and agreed with us in advance.

14.5 We will use reasonable technical and organisational measures appropriate to the nature and risk of the data we process.

14.6 No online or electronic system can be guaranteed completely secure. Nothing in these Terms excludes any data-protection responsibility or liability that cannot lawfully be excluded.

15. Subcontractors and third-party suppliers

15.1 We may use freelancers, specialist crew, editors, designers, developers, researchers, consultants, cloud services, AI tools and other suppliers to help deliver the Services.

15.2 Where we subcontract part of our own Services, we remain responsible for managing the subcontracted work in accordance with the Agreement, subject to the limitations in clause 17.

15.3 We are not responsible for the independent acts or omissions of suppliers contracted directly by the Client or for failures of third-party platforms and services that are outside our reasonable control.

15.4 Where a third party processes personal data on our behalf, clause 14 and Schedule 1 apply where relevant.

16. Commercial outcomes and no guarantee of results

16.1 We may agree commercial objectives, targets, hypotheses, forecasts or measures of success, but these are aims rather than guarantees unless the applicable Order Form expressly states otherwise.

16.2 We do not guarantee a particular level of revenue, profit, enquiries, leads, sales, conversion, customer acquisition, engagement, reach, search ranking, AI visibility, website traffic, return on investment or other commercial result.

16.3 Commercial results may depend on matters outside our control, including the Client’s proposition, pricing, product quality, sales process, capacity, follow-up, market conditions, competitors, customer behaviour, platform changes and economic conditions.

16.4 The Client remains responsible for its own business, investment, pricing, legal, tax, regulatory and commercial decisions. Our Services do not constitute legal, tax, financial or regulated investment advice.

17. Liability and indemnities

17.1 Nothing in the Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

17.2 Subject to clause 17.1, neither party will be liable to the other for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, business opportunity, goodwill or reputation, except where such loss forms part of a third-party claim covered by an express indemnity.

17.3 Subject to clause 17.1, our aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total fees paid or payable to us under the Agreement during the 12 months immediately preceding the event giving rise to the claim.

17.4 We will not be liable to the extent loss is caused by inaccurate or incomplete Client information; Client instructions; Client delay or non-payment; Client alterations to Deliverables after delivery; third-party materials supplied by the Client; third-party platforms or suppliers outside our reasonable control; or events covered by clause 18.

17.5 The Client will indemnify us against reasonable third-party claims, losses and costs to the extent arising from a breach of the Client warranties in clause 10, unlawful Client instructions, or Client Materials that infringe third-party rights, except to the extent caused by our own negligence, wilful misconduct or breach of the Agreement.

17.6 Each party will take reasonable steps to mitigate losses for which it seeks recovery.

17.7 The parties acknowledge that the liability provisions are intended to allocate commercial risk on a business-to-business basis and should be interpreted subject to applicable law and any applicable reasonableness requirement.

18. Events outside reasonable control

18.1 Neither party is liable for delay or failure caused by an event outside its reasonable control, including serious illness, fire, flood, extreme weather, transport disruption, power or communications failure, cyber incident not caused by a failure to take reasonable security measures, widespread platform outage, venue closure, industrial action, government action, civil emergency or similar event.

18.2 The affected party will notify the other where reasonably practicable and will use reasonable efforts to reduce the effect of the event.

18.3 This clause does not excuse payment of amounts already due for Services already provided or non-cancellable costs already properly committed.

19. Conflicts, exclusivity and independent contractor status

19.1 Unless the applicable Order Form expressly grants exclusivity, we may work with other organisations in the same or similar industries, including competitors, provided we protect Confidential Information.

19.2 We are an independent contractor. Nothing in the Agreement creates a partnership, joint venture, employment relationship, fiduciary relationship or agency relationship between the parties.

19.3 Neither party may bind the other or make commitments on the other’s behalf without express authority.

20. General legal terms

20.1 Notices. Formal notices under the Agreement must be in writing and sent to the email address specified in the Order Form or, if none is specified, to the parties’ usual business contact email. Contractual notices to us may be sent to team@acuitybeacon.com unless another address is stated in the Order Form. A notice is treated as received when it is capable of being read during normal business hours, unless the sender receives a delivery failure.

20.2 Assignment. The Client may not assign the Agreement without our written consent, not to be unreasonably withheld. We may assign the Agreement to a successor business or group entity as part of a bona fide sale, restructuring or transfer of all or part of our business, provided the Client’s material rights are not reduced.

20.3 Company name and Brand changes. A change to our registered company name will not by itself require the Client to enter into a new Agreement where the legal identity of the contracting entity remains unchanged. We may also introduce, discontinue, rename or reposition Brands through which our products or Services are marketed without affecting an existing Agreement. In all cases, Revolution Media & Events Ltd remains the contracting supplier unless the parties expressly agree otherwise in writing.

20.4 Entire agreement. The Agreement contains the entire agreement between the parties about its subject matter and replaces earlier discussions and representations, except that nothing excludes liability for fraud or fraudulent misrepresentation.

20.5 Variation. A material change to an existing Agreement must be agreed in writing. We may update standard terms or Service Schedules for future engagements or renewals, but will not retrospectively impose a material adverse change on an already-paid billing period without agreement.

20.6 Waiver. A failure or delay in exercising a right does not waive that right.

20.7 Severability. If any provision is invalid or unenforceable, the remainder of the Agreement continues in force and the invalid provision will be treated as modified to the minimum extent necessary where legally permitted.

20.8 Third-party rights. Except where the Agreement expressly says otherwise, no person who is not a party may enforce it under the Contracts (Rights of Third Parties) Act 1999.

20.9 Governing law. The Agreement and any non-contractual obligations arising from it are governed by the laws of England and Wales.

20.10 Jurisdiction. The courts of England and Wales have exclusive jurisdiction, unless the parties agree another dispute-resolution process in writing.

20.11 Legal supplier. Revolution Media & Events Ltd, company number 13944271, registered office 184 Cambridge Science Park, Milton Road, Cambridge, England, CB4 0GA, is the legal supplier under the Agreement unless an Order Form expressly identifies another contracting entity.

Schedule 1 - Data Processing Terms

This Schedule applies only where Revolution processes personal data on behalf of the Client as a processor. It does not apply where each party acts as an independent controller for its own purposes.

A. Processing details

Subject matter and purpose: processing reasonably necessary to deliver the Services, which may include project management, research, customer or prospect analysis, communication, filming, transcription, editing, digital activation, website support, analytics and related activities.

Duration: for the term of the relevant Services and any agreed or legally required retention period.

Categories of data subjects may include Client staff and contractors, customers and prospects, filmed contributors, interviewees, website users, event attendees and business contacts.

Types of personal data may include names, business contact details, job roles, communications, professional information, images, voice recordings, video recordings, interview responses, project records, website or campaign analytics and other personal data the Client instructs us to process.

The Client remains responsible for ensuring that its instructions and the underlying collection and disclosure of personal data to us are lawful.

B. Processor obligations

We will process personal data only on the Client’s documented instructions, including instructions contained in the Agreement and written project communications, unless UK law requires otherwise.

We will ensure that people authorised to process personal data are subject to appropriate duties of confidentiality.

We will implement appropriate technical and organisational measures having regard to the nature, scope, context and purpose of processing and the risks to individuals.

Taking into account the nature of processing, we will provide reasonable assistance to the Client with data-subject requests where the Client cannot reasonably fulfil them without our help.

We will provide reasonable assistance with the Client’s data-protection obligations relating to security, personal-data breaches, data-protection impact assessments and regulator consultation, taking into account the nature of the processing and information available to us.

If we become aware of a personal-data breach affecting personal data processed for the Client, we will notify the Client without undue delay and provide reasonably available information needed for the Client to assess its obligations.

At the end of the Services, and subject to legal obligations, backup cycles and any service-specific retention provisions in the Agreement, we will delete or return personal data processed solely on the Client’s behalf as reasonably requested.

C. Sub-processors

The Client gives general written authorisation for us to use sub-processors reasonably required to provide the Services, including cloud hosting, storage, transcription, editing, analytics, productivity and AI-assisted service providers.

We will require relevant sub-processors to protect personal data under contractual terms that provide an appropriate level of protection. Where required by applicable law, we will remain responsible to the Client for compliance by a sub-processor with the data-protection obligations we have passed down to it.

We will inform the Client in advance of any intended addition or replacement of a sub-processor that will process personal data on the Client’s behalf and give the Client a reasonable opportunity to object on genuine data-protection grounds before the change takes effect. If the Client raises a reasonable objection, we will work in good faith to address it, which may include using an alternative provider where reasonably practicable or discussing whether the affected Services can continue.

D. International transfers

Where personal data is transferred outside the United Kingdom, we will take reasonable steps to ensure that an appropriate lawful transfer mechanism or other recognised safeguard is in place where required.

E. Information and audits

We will make available information reasonably necessary to demonstrate compliance with this Schedule. Any audit request must be reasonable, proportionate, subject to confidentiality, avoid unnecessary disruption, and normally be satisfied first through existing documentation, certifications or written information where appropriate.

F. Direct legal responsibilities

Nothing in this Schedule removes either party’s own direct obligations or liabilities under applicable data protection law.