1. art and entertainment
2. movies and tv
3. television

Strategic Partnership Deed of Agreement between the BBC and S4C
This Deed of Agreement is made the xxx
between:
THE BRITISH BROADCASTING CORPORATION, a corporation incorporated
under Royal Charter, whose principal office is at Broadcasting House, 1 Portland Place,
London W1A 1AA (“BBC”); and
S4C a statutory corporation of Parc Tŷ Glas, Llanishen, Cardiff, CF14 5DU (“S4C”).
(together “the Parties”)
WHEREAS
th
(A)
On 17 October 2006, the Parties entered into a deed (the “Original Agreement”) in
which they agreed upon the principles and procedures according to which a range of
BBC licence fee funded programmes and other services would be provided by the
BBC to S4C in a manner appropriate for the needs of public service broadcasting
through the medium of the Welsh language.
(B)
The Original Agreement recognised the responsibilities and traditions of both
organisations in providing high-quality public services to audiences in the Welsh
language. and that both S4C and the BBC perform critical roles in supporting and
nurturing the development of the Welsh language, and that the public value of Welsh
language services, across various media and platforms, would benefit from a closer
strategic partnership between the two broadcasters and the Parties intend that these
principles are taken forward in this Agreement.
It is agreed and this Deed witnesses as follows:
1.1
Section 58(1) of the Broadcasting Act 1990 provides that:
For the purpose mentioned in subsection (1A) the BBC shall:
(a)
provide to the Welsh Authority (free of charge) sufficient television programmes in
Welsh to occupy not less than ten hours’ transmission time per week; and
(b)
do so in a way which meets the reasonable requirements of the Authority.
(1A)
The purpose is to enable the Welsh Authority to fulfil—
(a)
so much of the public service remit for S4C as is contained in paragraph 3(2)(a)
and (b) of Schedule 12 to the Communications Act 2003; and
(b)
so much of the public service remit for S4C Digital as is contained in paragraph
3(3) of that Schedule”.
Nothing in this Deed diminishes or replaces that statutory duty.
1.2
S4C recognises that the BBC must operate within the duties placed upon it by its
Royal Charter and the Agreement between it and the Secretary of State for Culture,
Olympics, Media and Sport and must deal with the licence fee as set out therein.
The BBC recognises that S4C is a statutory entity. As such S4C derives its powers
from statute and is unable to act in a manner that is outside the specific powers
granted to S4C by Parliament. S4C is under a duty to spend its grant-in-aid in
accordance with the provisions of the Broadcasting Acts 1990 and 1996 and the
Communications Act 2003. From 1 April 2013, S4C will be under an obligation to
spend licence fee funding which it receives from the BBC Trust in accordance with
an Operating Agreement between the BBC Trust and the S4C Authority.
1.3
The word partnership throughout this document is defined as the process of two
bodies acting together with goodwill and co-operation. Nothing contained in this
Deed shall be taken to imply that a legal partnership exists between the BBC and
S4C.
1.4
References in this Deed to the BBC’s Royal Charter and its Agreement with the
Secretary of State for Culture, Olympics, Media and Sport and to any statute,
statutory provision, regulation, rule or code shall be construed as a reference to
such Charter, Agreement, statute, statutory provision, regulation, rule or code as
amended, modified, replaced or re-enacted from time to time.
1.5
This Deed sets out a strategic framework for the BBC’s renewed commitment to
provide its Contributed Programming to S4C. A separate Operating Agreement
specifies the scope of the wider S4C services to be funded out of the BBC licence
fee from April 2013 until March 2017. Any application or interpretation of this
Deed shall take into account the principles set forth in the Operating Agreement
2
Scope of the Agreement
2.1
This Deed and in particular the process set out at paragraph 5 shall be underpinned
by two balancing obligations:
2.1.1
On the BBC to recognise that S4C is solely responsible for delivering its
remit, its statutory duties (including duties in respect of expenditure of grant
in aid) and its additional activities and objectives as set out in its Corporate
Plan, Content Strategy and Statement of Programme Policy. The BBC both in
its consultation and in its proposals, will respond positively and practically to
S4C’s overall content strategy, and so seek to maximise the value delivered
to the S4C services and audiences.
2.1.2
On S4C to recognise that the BBC’s contribution to S4C’s services pursuant
to section 58 of the Broadcasting Act 1990 is an important element of the
BBC’s remit and overall delivery to Welsh language audiences of its public
purposes and the public service characteristics enshrined in its Charter and
Agreement. Further, S4C recognises that the BBC and its Trust are solely
responsible both for how they do this and for the value for money of the
BBC’s expenditure, subject always to Section 58 of the Broadcasting Act
1990.
3
The BBC’s contribution of television programmes to S4C
3.1
The BBC shall provide S4C (free of charge) with sufficient television programmes in
Welsh to occupy not less than 10 hours’ transmission time per week pursuant to its
statutory obligations (the “Contributed Programming”) for exhibition on the S4C
Services (as defined in Appendix 3) and otherwise in accordance with Appendix 3.
The Contributed Programming shall be original first run Welsh language
programming (“original” meaning new UK content and not repeats or acquisitions,
except as agreed within the annual planning process set out in paragraph 5 below
and set out within the Editorial Synopsis, and “first run” meaning that the
Contributed Programming shall be exhibited in accordance with Appendix 3). Unless
otherwise varied in the Editorial Synopsis, S4C shall have the rights in the
Contributed Programming which are set out in Appendix 3 (“the Terms of Supply”).
3.2
Without limitation to the BBC’s statutory duty and commitment referred to at
paragraphs 1.3 and 3.1 above the actual number of hours of programmes to be
provided to S4C each year shall be determined during the annual planning cycle
described below, and shall be subject to approval by the S4C Authority within the
framework of its approval of the S4C Statement of annual Programme Policy and by
the BBC Trust within the BBC’s annual strategic governance framework, and shall be
included in the definition of “Contributed Programming”. Approval from either
organisation shall not be unreasonably withheld or delayed.
4
Financial level of the BBC contribution
4.1
Subject to paragraphs 4.2 - 4.4 and Note 1, between the Financial Years 2013/14 and
2016/17 the financial value of the Contributed Programming and other programmerelated and non-programme contributions (including, without limitation to the
generality of the foregoing, sub-titling) from the BBC as reflected in each annual
programming plan (together the “BBC’s Contribution”) will be as follows:
4.1.1 2013/14 £19.4 million – forecast
4.1.2 2014/15 £19.4 million – forecast
4.1.3 2015/16 £19.4 million – forecast
4.1.4 2016/2017 £19.4 million - forecast
Note 1
The figures above are subject to a 2.5% tolerance to allow for short-term timing
differences across the year end. Any variances from the figures set out above would
be matched by balancing variances in the following period, save that the sums set out
above must be expended in full on the BBC’s Contribution by the end of the
2016/17 Financial Year unless otherwise agreed by S4C.
4.2
For the avoidance of doubt the BBC may at any time increase the forecast budget
for for 2013/14, 2014/15, 2015/2016 and 2016/2017 and will inform S4C of any
such decision.
4.3
Any BBC proposal to reduce the planned real financial value of the contribution
from the levels indicated in this Deed shall be subject to prior consultation between
the S4C Authority and the BBC Trust under the BBC’s Royal Charter.
4.4
The BBC Trust shall not consent to any reduction in the financial level of the
forecast contribution in 4.1.1, 4.1.2 and 4.1.3 and 4.1.4 unless it is satisfied that the
public value of the BBC’s contribution to S4C, and to the S4C Service as a whole,
shall not be reduced by the proposed change.
5.
Annual editorial planning framework
5.1
In this section, in all cases where agreement is required between the BBC and S4C,
or between the Audience Council for Wales (ACW) and the Authority, or between
the BBC Trust and the Authority, each party shall be under an equal and balancing
obligation to use all reasonable endeavours to reach such agreement. Neither party
shall act unreasonably or cause undue delay.
5.2
The understanding of both the BBC and S4C in relation to the supply by the BBC of
the drama series “Pobol y Cwm” is more particularly set out in a framework
agreement made between the parties and of even date with this Deed, but insofar as
“Pobol y Cwm” forms part of the Contributed Programming, the provisions of this
Deed shall also apply. However, in circumstances where either party intends to
implement a material change of programme supply in the areas of Sport or Pobol y
Cwm during the term of this Deed, either party shall:
5.3
5.2.1
in the case of Sport content featuring international rugby and/or RaboDirect
Pro12 provided as part of the Contributed Programming each give the other
at least twenty four months written notice of such an intention unless the
notice period is determined by the term of any relevant underlying sports
agreement;
5.2.2
in the case of Pobol y Cwm either party shall each give the other such notice
as may be required in accordance with the provisions set out in the
framework agreement.
The parties shall take the steps set out in Appendix 1, within the timescales set out
therein, in order to deal with the editorial planning and performance assessment of
the Contributed Programming. With particular reference to the ongoing provision of
the BBC News service as part of the Contributed Programming for the term of and
in accordance with the provisions of this Deed, the parties shall establish a Joint
News and Current Affairs Review Board (“the Board”) upon which there will be
equal representation of S4C and BBC officers. The Board will convene at least once
every four months and the Chairmanship of each successive Board meeting will
alternate between S4C and the BBC.
The Board will adopt terms of reference in the form set out in Appendix 5, to
include:
(i)
monitoring and reviewing performance of the BBC News and Current Affairs
service against agreed objectives;
(ii)
discussing the strategic development of the BBC News and Current Affairs
service on S4C;
The deliberations and decisions of the Board shall at all times be consistent with the
terms of this Deed.
5.4
At the outset of the first annual planning cycle under this Deed, the BBC shall, in
agreement with S4C, define its commitments and core programming obligations in
line with each of the BBC’s public purposes and Charter obligations.
5.5
At the outset of each annual planning cycle (see Appendix 1) and within the context
of the budgets noted in paragraph 4.1 above, the BBC (acting through BBC Wales)
shall consult S4C management about S4C’s likely requirements of BBC programming
in contributing to S4C’s published Content Strategy.
5.6
In developing its response to S4C’s Content Strategy the BBC shall enter into
discussion with S4C in order to seek to agree whether they consider that the
response meets the reasonable requirements of the S4C Authority and the public
purposes required by the BBC.
5.7
To evidence the total annual financial value of the BBC’s Contribution as set out at
4.1, BBC Wales shall prepare a programming plan, which shall be based upon S4C’s
published Content Strategy (as approved by the S4C Authority), and which shall
include hours of output by genre; an Editorial Synopsis for each programme strand
and performance indicators consistent with the BBC Trust’s public value
measurements. [see paragraph 9].
5.8
The Editorial Synopsis will contain the editorial specification and format, details of
topicality and ancillary content, the subject matter for individual programmes (where
agreed within the annual planning process), variations to the Terms of Supply,
delivery dates, technical standards, public value performance measurements and
S4C’s targets. The Editorial Synopsis will be in the form set out at Appendix 2. S4C
is in the process of simplifying its editorial synopsis with independent producers and
the parties shall negotiate in good faith any corresponding proposals by S4C to
simplify the Editorial Synopsis in Appendix 2. The delivery dates in each Editorial
Synopsis will be such as to allow S4C sufficient time to view the Contributed
Programming in advance of transmission, except for live programming or other
programming which, by its nature, needs to be made so close to transmission that it
is not reasonably practicable for S4C to be given the opportunity to view it in
advance of transmission.
5.9
Consultation between the BBC and S4C shall continue within the timescales set out
in Appendix 1 until the programming plan has been agreed.
5.10
Once the programming plan has been agreed, the S4C Authority and the ACW shall
assess the plan in consultation with the management of BBC Wales and S4C, and any
proposal to revise the substantive editorial contribution shall require the approval of
both management teams.
5.11
On final agreement of the programming plan, the joint recommendation of the ACW
and S4C Authority shall be submitted to the BBC Trust for approval within the
BBC’s annual strategic governance framework.
5.12
In the event that agreement cannot be reached:
(i)
between the BBC and S4C under paragraph 5.4, 5.6 or 5.9 above; or
(ii)
between the ACW and S4C Authority under paragraph 5.11 above,
the position shall be reported to the BBC Trust and to the S4C Authority.
5.13
In the event that:
(i)
failure to agree is reported to the BBC Trust and to the S4C Authority under
paragraph 5.12 above; or
(ii)
the Trust does not approve the recommendation put to it by the ACW and
the Authority jointly under paragraph 5.11 above,
the Chairmen of the Trust and the Authority shall meet with a view to reaching a
final agreement upon those matters. That meeting may, at the discretion of the
Chairmen jointly, take place under independent chairmanship if, in the opinion of
both Chairmen, this is likely to be conducive to reaching such agreement.
5.14
Where a meeting is to be held in the circumstances set out in paragraph 5.13 above,
the Chairmen may consult further with and invite further proposals from their
executives and the ACW.
5.15
Where, despite the reasonable endeavours of both parties, a final agreement cannot
be reached between the Trust and the Authority, both parties acknowledge that S4C
should have control over the commissioning of the Contributed Programming and
how the amounts set out in paragraph 4.1 are used, but consistent with the BBC’s
editorial values and obligations to the licence fee payer.
5.16
If the parties are unable to agree on the interpretation and extent of their obligations
under paragraph 5.15 or otherwise under this Deed, the Trust and the Authority
shall each reach its own conclusion internally on those matters, shall detail its
conclusion and the reasons for it to the other party, and shall accordingly take any
appropriate action.
5.17
The BBC and S4C, the BBC Trust and the S4C Authority shall act in goodwill and
jointly endeavour to ensure that the programming plan proposed for broadcast
during each calendar year is approved by September of the preceding year in line
with the planning cycle detailed here (see Appendix 1).
5.18
The BBC warrants that the BBC’s Contribution supplied to S4C pursuant to this
Deed shall be in accordance with the final programming plan and the Editorial
Synopses (as may be varied by agreement between the BBC and S4C).
5.19
If the BBC is or will be unable to supply any Contributed Programming to S4C in
accordance with the relevant programming plan or Editorial Synopsis, due to any
event beyond its reasonable control which had not occurred or was not foreseen at
the time when the relevant programming plan or Editorial Synopsis was finalised, the
BBC shall promptly notify S4C of that event and its consequences for the
Contributed Programming. The BBC shall, in consultation and agreement with S4C
and at the BBC’s own cost, make appropriate variations to the affected Contributed
Programming so as to minimise, so far as is reasonably practicable, any adverse
effects of the event in question. Subject to it complying with this paragraph 5.19, the
BBC shall not be deemed to be in breach of paragraph 5.18 to the extent that it
would otherwise be in breach of that paragraph by reason of the event in question.
5.20
Without prejudice to and notwithstanding all the preceding provisions of this section,
the final decision as to whether to broadcast any of the Contributed Programming
shall rest solely with S4C.
6.
Editorial Responsibility
6.1
Decisions on editorial matters regarding the Contributed Programming will be taken
in accordance with the annual planning framework and process set out at paragraph
5 above. As set out at paragraph 5.8 and in Appendix 2, the Editorial Synopsis will
contain the editorial specification.
6.2
The BBC acknowledges that S4C as broadcaster will have the final decision on when
to transmit the Contributed Programming on its services.
6.3
The BBC shall advise S4C of its plans in relation to any new technology or
application which is relevant to the BBC Contribution and the parties shall discuss
the same and reflect any matters agreed by them in respect of such new technology
or application in the Editorial Synopses.
7.
Annual performance review
7.1
The BBC recognises that the S4C Authority is under a duty to prepare and publish
an Annual Report to Parliament on the performance of its public services. The S4C
Authority will set the specific annual targets for its public services in its annual
statement of programme policy. This will include without limitation statutory targets,
targets set by Ofcom, targets set out in S4C’s corporate plan as well as reference to
Ofcom’s requirements for public service broadcasting.
7.2
The S4C Authority and BBC Trust (advised by the ACW) shall review the
performance of the BBC’s contribution annually and separately against the declared
targets referred to in paragraph 9, and in the context of overall S4C channel
performance. The S4C Authority shall be invited to share its assessment with the
BBC Trust prior to the conclusion and publication of the Trust’s own assessment.
7.3
In all cases where reasonable concerns are raised by the BBC Trust or the S4C
Authority regarding the performance of the BBC’s contribution against the agreed
targets, the Trust and Authority shall be under an equal and balancing obligation to
use all reasonable endeavours to resolve these matters. They should consult BBC
Wales and S4C management as may be necessary to inform such a resolution.
7.4
In addition to the requirements set out at paragraph 5, the senior executives of both
the BBC and S4C shall convene regular and joint executive meetings to assess and
monitor the impact of the BBC contribution against the agreed targets and to share
information on programme content, the production process and scheduling.
8.
Compliance of the BBC Contribution with S4C Compliance and Legal
requirements
8.1
With regard to the BBC’s contribution of programmes and services, the BBC agrees
that this requirement places obligations on the BBC to provide programmes and
services that comply with, and enable S4C to fulfil, S4C’s legal and compliance
responsibilities as a broadcaster.
8.2
The BBC warrants that:
8.2.1
•
all programmes and services supplied as part of the BBC’s Contribution will
be produced in accordance with BBC guidelines, including but not limited to
the BBC’s Editorial Guidelines, the BBC’s Fair-Trading Policy the BBC’s Child
Protection Policy and the BBC ’s Health and Safety Policy, and with S4C’s
High Definition Policy (as amended in accordance with the provisions of this
clause) and S4C’s Brand Guidelines (insofar as S4C’s Brand Guidelines do not
conflict with the additional provisions agreed by the Parties and annexed
hereto as Appendix 6) and will be compliant with the legal and compliance
obligations which apply to the S4C Service. The BBC undertakes to provide
clarity on the migration of the Contributed Programming to HD delivery as
part of the Annual Editorial Planning Framework although this migration is
expected to be subject to both financial and operational constraints. The BBC
also undertakes
that Pobol y Cwm shall be delivered in HD and that the migration of the
BBC’s other Contributed Programming shall be in advance of, or no later
than, the migration of the BBC’s English language television services for
audiences in Wales.
8.2.2
the technical delivery materials and paperwork for the BBC’s Contribution
shall comply with S4C’s technical requirements as published from time to
time; and
8.2.3
all waivers rights and consents which may be required for the exercise of the
rights as set out in the Terms of Supply and/or otherwise set out in the
Editorial Synopsis including without limitation moral rights, all performers’
proprietary rights, copyright licences in respect of third party copyright
material, the making available right and the rental and lending rights, the rights
of communication to the public and satellite and cable retransmission rights
and the agreement by all relevant persons shall be obtained prior to
broadcast of the Contributed Programming by S4C.
Nothing in this paragraph 8.2 shall prejudice the provisions of paragraph 8.1.
8.3
The BBC confirms that the BBC continues to indemnify S4C and the S4C Authority
for any legal liability (including, without limitation, any liability or cost incurred as a
result of defending or settling a claim alleging such liability), whether founded in tort,
contract or otherwise howsoever, arising from the production, contents, broadcast
or exploitation on New Media in accordance with the Terms of Supply of any
programme, services or billing provided to S4C by the BBC. S4C shall notify the BBC
in writing of any such claims as soon as reasonably practicable after S4C is formally
notified of the relevant claim but S4C’s rights under the indemnity under this
paragraph 8.3 shall not be prejudiced or affected by any failure to comply with this
obligation, save to the extent that the legal liability in question is incurred as a
consequence of such failure. S4C shall permit the BBC to fully participate, at its own
cost and subject to the BBC keeping details of such claim and its defence confidential
(save as required by law or applicable regulation), in the defence of any claim
provided S4C does not settle such claim without the BBC’s prior agreement (such
agreement not to be withheld where a settlement is proposed on the basis of advice
by experienced counsel).
8.4
The BBC shall also enable S4C managers to view a programme or script a reasonable
time in advance of transmission if they are concerned it may not fulfil the
requirements of the Communications Act 2003, the S4C Authority Codes or
Ofcom’s Broadcast Codes, except in the case of live programming or programming
which, by its nature, needs to be made so close to transmission that it is not
reasonably practicable for S4C managers to be given the opportunity to view it in
advance of transmission. However these materials shall only be supplied after the
programme has been completed.
8.5
If S4C consider that a programme is or is likely to be in breach of S4C’s compliance
or legal obligations, S4C shall request the BBC to edit the programme to make it
compliant with S4C’s obligations. The BBC shall take serious note of any points in
respect of compliance made by S4C and wherever possible will seek to respond to
S4C's concerns by amending the programme in order to make it compliant with
S4C's obligations and the BBC's own editorial obligations. The decision on whether
to alter the programme will lie with the BBC. Any failure to agree and any failure to
amend the programme will not diminish the obligations of the BBC as set out in s58
of the Broadcasting Act 1990 and paragraphs 8.1 to 8.3 above.
8.6
The final decision on whether and when to transmit the programme (on the S4C
channels) will lie with S4C. As set out at paragraph 5.8 and in Appendix 2, the
Editorial Synopsis will contain planned delivery dates.
8.7
Any complaints received in respect of the BBC’s Contribution shall be dealt with in
accordance with the procedure set out in Appendix 4.
9.
Annual Performance Measures
9.1
The BBC Trust (advised by the ACW )and S4C Authority shall use the framework
described below as the basis for setting a series of annual performance measures,
and for conducting an annual assessment of the BBC’s contribution of programming
to S4C. Both exercises shall consider the BBC’s contribution in the context of S4C’s
overall channel performance, and the scheduling of the BBC’s programmes. This
exercise will take place at the same time as the BBC Trust’s assessment of the S4C
services as set out in the Operating Agreement.
Each partner shall aid the performance assessment regime by disclosing relevant
performance data on a confidential basis in accordance with paragraph 14 to the
other partner.
The framework:
9.1.1
9.1.2
9.1.3
Reach:
•
the BBC’s programme supply should contribute to S4C’s total weekly
audience reach by aiming to maximise its own weekly reach across a
broad range of viewers;
•
the BBC’s programmes should contribute towards on-demand consumption
of content provided as part of the BBC’s Contribution, and the
development of both partners’ on-demand services. This usage will be
measured over all internet, cable and emerging platforms (including those
operated by both the BBC and S4C);
•
wherever practicable, overall reach should include estimated on demand
usage.
Quality:
•
the BBC’s programme supply should contribute to the quality, distinctiveness
and creative excellence of the S4C services;
•
the BBC’s programme supply should achieve significant audience
appreciation (measured by tracking appreciation of specific
programming strands over time and through benchmarking with
appreciation scores achieved by S4C’s independently-produced programme
supply);
•
the programming supply should comprise new first run UK content and not
repeats or acquisitions, except as agreed within the annual planning process;
Impact:
•
the BBC’s programme supply should achieve high awareness among licence
fee payers (measured by awareness of the BBC’s contribution in its totality
and of its key individual programme strands);
•
the programming supply should support the delivery of the BBC’s Public
Purposes, S4C’s Content Strategy and the S4C Authority’s wider strategic
aims.
9.1.4
Cost and value-for money: the BBC’s programmes should represent value-formoney to licence-fee payers (measured by cost per user hour and any other relevant
metrics used for the purposes of the Operating Agreement – measured both over
time and through benchmarking with S4C’s independently-produced programme
supply on a basis consistent with S4C’s measurement of cost per user hour and
measured by cost per hour on the basis of the genres used in S4C’s annual report).
9.2
The Editorial Synopsis will include a set of performance indicators (in the form set
out at Appendix 2) for the programmes which constitute the BBC’s contribution for
the year in question, in order to contribute to the annual review of performance.
9.3
Where, despite the reasonable endeavours of the BBC Trust and S4C Authority, an
agreement cannot be reached on appropriate performance measures, the Trust shall
make a final determination on behalf of licence fee payers and the S4C Authority
shall make a final determination in respect of appropriate performance targets for
S4C services.
9.4
The BBC Trust shall publish in advance the overall budget and performance
indicators that they expect the BBC’s contribution to S4C to meet, and only
following consultation with the S4C Authority. The S4C Authority will set out
annually in advance the performance measures which they expect to apply to the
overall S4C Service (including the BBC’s contribution) .
10.
Accountability
10.1
The BBC Trust and S4C Authority shall seek to ensure that the development and
fulfilment of the Strategic Partnership Agreement are guided by the complementary
public goals of both organisations.
10.2
Both bodies shall seek to create a stronger and more systematic link to the views of
Welsh language audiences. To this end, the executive teams of BBC Wales and S4C
shall be invited to explore new ways of providing Welsh language viewers and
listeners with the opportunity to contribute their views on a wide range of topics,
exploiting traditional and multi-media fora. Where appropriate audience feedback
shall be routinely shared by the two bodies.
10.3
To support the annual performance review framework, the BBC Trust and S4C
Authority may, from time to time, jointly commission external research or
independent advice to supplement information received from senior mangers within
both organisations.
10.4
The Chairmen of the BBC Trust and S4C Authority shall meet on a biennial basis to
review the Strategic Partnership, and explore opportunities to deepen the
relationship between the two bodies.
11.
Archive
11.1
The BBC grants to S4C and its independent producers the right to access and use
clips subject in each case to the prior editorial consent of the BBC (such consent not
to be unreasonably withheld) from the BBC Cymru audio visual and audio archive
free of any clip licence charges for the purpose of programmes and other content
commissioned by S4C for transmission and exploitation on S4C’s Services subject to
the payment of customary BBC library research and technical costs together with
any outstanding consents having being obtained from the owners of any underlying
rights and (if required) the payment of any use fees, repeat fees and residual fees that
may be due to the owners of any underlying rights.
11.2
The BBC Cymru archive in this context means the BBC Welsh language radio
archive together with the television archive of BBC copyright programmes produced
by the BBC for broadcast on the services of S4C (including Welsh language
programmes produced by the BBC prior to 1982) together with English language
television programmes insofar as the same have been commissioned as BBC
copyright programmes for transmission on the services of the BBC in Wales.
11.3
Clips in this context means edited extracts of the material referred to in subparagraph 11.2 being no longer than 5 (five) minutes per 30 (thirty) minutes or less
of programme running time.
11.4
Clips supplied by the BBC to S4C and its independent producers cannot exceed 25%
of the total running time of the programme.
11.5
The BBC, subject to its own editorial requirements, will also give due consideration
to requests which may on certain occasions exceed the thresholds set out in 11.3
and 11.4.
11.5
The BBC shall endeavour to meet all library requests within three working days of
receipt.
11.6
Any commercial exploitation or other use of the clips by S4C and its independent
producers shall be subject to additional BBC consent and the prevailing market rates
of BBC Motion Gallery.
12.
Review of Agreement
12.1
This Deed shall be subject to review by the BBC Trust and S4C Authority during
2016. It is the intention of the parties to renew this Deed on the same terms with
st
effect from 1 April 2017, subject to:
(a)
the parties agreeing what figures should appear in paragraph 4.1;
(b)
any governance changes affecting the BBC Trust, the S4C Authority or S4C
which are relevant to this Deed; and
(c)
such other variations to this Deed as the parties may agree.
13
Force Majeure
13.1
Without prejudice to paragraphs 1.1 and 13.5 neither party shall be liable for any
failure to perform or delay in performance of any of its obligations under this Deed
caused by circumstances beyond the reasonable control of a party to this Deed
(including a labour dispute between a party to this Deed and its employees as well as
a labour dispute between a third party and its employees) (a 'Force Majeure Event').
13.2
The party claiming the Force Majeure Event shall promptly notify the other party in
writing of its reasons for the delay or stoppage and its likely duration and shall take
all reasonable steps to overcome the delay or stoppage.
13.3
Any costs arising from such delay or stoppage shall be borne by the party incurring
those costs;
13.4
The party claiming the Force Majeure Event shall take all reasonable steps necessary
to bring that event to a close or to find a solution by which its obligations under this
Deed may be performed despite the Force Majeure Event;
13.5
Nothing in this paragraph 13 shall diminish or replace the obligations of the BBC
under paragraph 4.1 for the relevant financial year.
14.
Confidentiality
14.1
Each Party (the "receiving party") undertakes to the other (the "disclosing party") to
keep confidential at all times all and any information disclosed to the receiving party
by the disclosing party pursuant to paragraph 9 above (the "Confidential
Information") and to use it only for the purposes of paragraph 9 and not for any
other purposes (but subject to paragraph 14.2).
14.2
In addition—
14.2.1 the BBC Trust may use Confidential Information where necessary for the
proper performance of any of its functions under the BBC Charter or BBC
Agreement; and
14.2.2 the Members of the S4C Authority may use Confidential Information where
necessary for the proper performance of any of their supervisory or strategic
functions in relation to S4C or any services provided by S4C.
14.3
The receiving party may only disclose Confidential Information in confidence to such
of its directors, employees and professional advisers and (where the BBC is the
receiving party) trustees of the BBC Trust or (where S4C is the receiving party)
members of the S4C Authority who reasonably need access to the Confidential
Information for the purpose of paragraph 9 and provided that all such persons to
whom Confidential Information is so disclosed are informed of the terms of this
Deed and (i) are obliged by their contracts of employment or service or terms of
appointment or engagement not to disclose the same or, as the case may be, (ii)
enter into legally binding confidentiality agreements on equivalent terms to this Deed.
Each Party shall be responsible for the performance of paragraph 14.1 on the part of
its directors, employees and professional advisers and (in the case of the BBC)
trustees of the BBC Trust or (in the case of S4C) members of the S4C Authority to
whom Confidential Information is disclosed pursuant to this paragraph 14.2.
14.4
For the purposes of this paragraph 14, Confidential Information shall not include
information which:
14.4.1 entered or subsequently enters the public domain without breach of this
Deed or any other obligation of confidentiality by the receiving party;
14.4.2 the receiving party can demonstrate was already in its possession or known
to it by being in its use or being recorded in its files or computers or other
recording media prior to receipt from the disclosing party and was not
previously acquired from the disclosing party under any obligation of
confidentiality;
14.4.3 is disclosed to the receiving party by a third party without breach by the
receiving party or such third party of any obligation of confidentiality owed to
the disclosing party;
14.4.4 the receiving party can demonstrate is independently developed or
discovered by or for it not as a result of any activities referred to in
paragraph 9;
14.4.5 is hereafter disclosed by the disclosing party to a third party without
restriction on disclosure or use;
14.4.6 is disclosed by the receiving party with the prior written permission of the
disclosing party; or
14.4.7 is required to be disclosed:
(a)
in accordance with the Freedom of Information Act 2000, if applicable,
(b)
pursuant to the BBC Charter or BBC Agreement, or
(c)
otherwise is required to be disclosed by law, order of court, the
requirements of any regulatory or taxation authority or the rules of any
stock exchange.
15
Notices
15.1
Any notice or other communication which either party is required by this Deed to
serve on the other party shall be sufficiently served if sent to S4C at its specified
address at the head of this Deed or in the case of the BBC to BBC Cymru Wales ,
Broadcasting House, Llandaff, Cardiff CF5 2YQ as follows:
15.1.1 by hand;
15.1.2 by registered or first class post or recorded delivery; or
15.1.3 by facsimile transmission confirmed by registered or first class post or
recorded delivery.
Notices sent by registered post or recorded delivery shall be deemed to be served three (3)
working days following the day of posting. Notices sent by facsimile transmission shall be
deemed to be served on the day of transmission if transmitted before 4.00 p.m. on a
working day, but otherwise on the next following working day. In all other cases, notices are
deemed to be served on the day when they are actually received.
16.
Entire Agreement
Subject to the remainder of this paragraph this Deed and its Appendices constitutes
the entire agreement between the parties relating to the subject matter hereof and
supersedes all previous agreements between the parties relating to such matters. No
future variation to the terms of this Deed shall be effective unless made in writing
and signed by each of the parties. In the event of any conflict between this Deed and
the provisions of any agreement relating to rights which have been jointly acquired
by the Parties, the latter shall prevail.
17.
Governing law
This Deed is governed by and shall be construed in accordance with the laws of
England and Wales.
THIS DEED is duly executed by the parties hereto but remains undelivered until the day
and year first before written.
Appendix 1
Editorial planning and performance assessment schedule
Activity
Broadcast
year 2013
BBC Wales/S4C mgt
[Subject to
renewal of
SPA]
Consultation over programme
strategy [5.4]
Broadcast
year 2014
June 2013
Broadcast
year 2015
June 2014
BBC Wales
Development of proposals, in
consultation with S4C
management [5.5/5.6]
Broadcast
year 2016 +
Q1 2017
June 2015
July 2015
[Subject to
renewal of
SPA]
July 2013
[Subject to
renewal of
SPA]
September
2013
August
2014
August
2015
[Subject to
renewal of
SPA]
September
2013
September
2014
September
2015
Joint recommendation (or
failure to agree) reported to
BBC Trust [5.10]
[Subject to
renewal of
SPA]
October
2013
October
2014
October 2015
BBC Trust approval [5.10]
[Subject to
renewal of
By
November
By
November
By November
2015
July 2014
BBC Wales/S4C mgt
Proposals discussed and
agreed [5.8] or failure to agree
reported to BBC Trust/S4C
Authority [5.11]
S4C Authority/ACW
Assess proposals, inc
consultation with BBC Wales
and S4C management [5.9]
S4C Authority/ACW
SPA]
2013
2014
S4C Authority assessment of
output performance
May 2014
May 2015
May 2016
May 2017
S4C assessment shared with
the ACW and BBC Trust
June 2014
June 2015
June 2016
June 2017
BBC Trust assessment of
performance shared with S4C
Authority
July 2014
By July 2015 By July 2016
Review and (if appropriate)
renewal of Agreement by BBC
Trust and S4C Authority
By July 2017
July –
October 2016
Appendix 2
THE EDITORIAL SYNOPSIS
DYDDIAD A CHYFEIRNOD Y SYNOPSIS:
MANYLION GOLYGYDDOL AR GYFER RHAGLENNI BBC CYMRU AR S4C
1.
Gwybodaeth am y Rhaglen
Teitl
(Noder os mai teitl dros dro ydyw)
Gofal Cynhyrchu
(Pennaeth Adran, BBC Cymru neu
Uwch Gynhyrchydd)
(Y pwynt cyswllt cyntaf fydd Rheolwr
Rhaglenni Cymraeg, BBC Cymru)
Nifer y rhaglenni x hyd y
slot
(Yn cynnwys teitlau a chredyd
cynhyrchu)
Union hyd y rhaglenni
Nifer y toriadau hysbysebu
sydd eu hangen
(Union hyd rhwng
hysbysebu)
a
gyda toriad
\Genre(
)\
Ffuglen
\SubGenre(
)\
Cyfres
Drama gyfres
Cyfres fer
Unigol
Drama ddogfen
Adloniant
Comedi
Arall
Ffeithiol Cyff.
Digwyddiadau
Ffeithiol Cyff.
Adloniant Ffeithiol
Ffilm Theatrig
Cerddoriaeth
Clasurol / Perff.
Cyfoes / Arall
Materion
Cyfoes
Addysg
Ysgolion
Arall
Newyddion
Plant
Animeiddio
Drama
Adloniant
Ffeithiol
Meithrin
Chwaraeon
Sianel
(y sianel ar gyfer y darllediad 1af)
Brand Strategaeth Rhaglenni
S4C
(Uchelfannau, Gwledig, Adloniant,
Teulu ayyb)
Cyn neu ar ôl 9pm
Cyn 9pm
Ar ôl 9pm
2.
Golygyddol / Creadigol
Crynodeb
Disgrifiad golygyddol, i gynnwys:
▫ ydy’r rhaglen yn gyfoes neu’n gyfnodol?
▫ ai addasiad neu waith gwreiddiol?
▫ manylion unrhyw elfennau rhyngweithiol
a’u bwriadau
▫ awgrymiadau am ddeunydd atodol ar y
we
▫ cysylltiadau â Radio Cymru a/neu
Cymru’r Byd
Natur Amserol
Noder unrhyw ddigwyddiadau / gyhoeddiadau
neu achlysuron sy’n gysylltiedig â’r rhaglen
neu’r gyfres, e.e. arddangosfeydd, dathliadau,
gwyliau, cofiannau, llyfrau, DVD ac ati
Sgriptio
Awdur sengl / cyd awduron / tîm
Cyfarwyddo
Manylion creadigol perthnasol
▫ arddull cyfarwyddo
▫ gwahanol fformatau ayyb
Cynllunio ac Effeithiau
Set / effeithiau arbennig/ propiau
Castio
Disgrifiad i gynnwys:
▫ amcanion castio (profiadol / talent
newydd)
▫ enwau / personél allweddol
▫ nifer cast craidd
▫ nifer rhannau gwadd ym mhob rhaglen
▫ portread ar sgrin (oedran, cymysgedd
ethnig, materion amrywiaeth)
▫ nifer ychwanegolion
▫ acenion
▫ plant - manylion a threfniadau gwarchod
Teitlau
Naws, sain a cherddoriaeth a bwriadau
gweledol
Cerddoriaeth
Amcanion creadigol gan gynnwys recordiadau
neu ffynonellau cerddoriaeth
Rhyngweithio
Gwefan
Unrhyw faterion golygyddol eraill
e.e.:
▫ amlinelliad / trefn y rhaglen
▫ elfennau rhyngweithio
▫ safle we
3.
Agweddau Golygyddol Allweddol
Enw
Talent allweddol ar gamera/
Cyflwynydd(wyr) a Chyfranwyr
Storïwr(wyr)/ Llais(Lleisiau)
Awdur(on)
Uwch Gynhyrchydd(wyr)
Cynhyrchydd (wyr)
Cyfarwyddwr (wyr)
Cyfarwyddwr (wyr) Ffotograffiaeth
Lleoliad arbennig
Eraill
4.
Manylion Cynhyrchu
i) Cynhyrchu
Prif gyfnod ffilmio arfaethedig
Math o ffilmio ac adnoddau
e.e. Stiwdio, Lleoliad, Camera Sengl/Dau neu
Aml-gamera.
Recordio o flaen llaw/Fel bo’n fyw neu Yn fyw
neu arall – noder os gwelwch yn dda.
Fformat Cynhyrchu
DV, Digi, High Def, Super 16mm, arall –
noder manylion unrhyw fformat a ddefnyddir
os gwelwch yn dda
Lleoliad daearyddol y ffilmio
Gwlad (DG neu fel arall)
Nifer y dyddiau, Lleoliad cyson, Sylwadau
(Visa, ardal elyniaethus etc.)
Cymhareb Stiwdio i Leoliad
Cyfanswm
Nifer y dyddiau ar leoliad
Nifer y dyddiau yn stiwdio
Gofynion technegol arall
Linc lloeren
Oes / Nac oes
Manylion e.e. SMS neu MMS
Rhyngweithio
Oes / Nac oes
Ar lein
Arall
Manylion
Oes / Nac oes
Archif – lluniau BBC sy’n bodoli
eisoes
Munudau y rhaglen / canran.
Archif – lluniau S4C sy’n bodoli
eisoes
Munudau y rhaglen / canran.
Archif – arall
Ffynhonnell debygol a munudau. Noder y
fformat.
Ffilmio cyfrin
Oes / Nac oes
Rhowch fanylion os yn briodol
Camera cudd
Oes / Nac oes
Rhowch fanylion os yn briodol
Defnydd o CCTV
Oes / Nac oes
Rhowch fanylion os yn briodol
Effeithiau arbennig
Oes / Nac oes
Rhowch fanylion os yn briodol
Styntiau
Rhowch fanylion os yn briodol
Unrhyw elfennau cynhyrchu arall
penodol
e.e. Rhyngweithio
Oes / Nac oes
ii) Ôl Gynhyrchu
Ôl gynhyrchu
Manylion perthnasol creadigol
▫ Arddull y torri/golygu
▫ Effeithiau gweledol
▫ gofynion ychwanegol/animeiddio
▫ Graddio/Gwir olygu
Graffeg
Is deitlo
CGI ac effeithiau gweledol arbennig
Effeithiau gweledol allai amharu ar y
llygaid
Oes / Nac oes
5.
Ystyriaethau busnes a chyllid
Partïon Cyd gynhyrchu (os yn briodol)
Noder unrhyw ofynion golygyddol yn adran 2.
Dylid nodi unrhyw effaith ar y pecyn a’r
hawliau darlledu yn adran 6 isod.
Trefniadau ar gyfer unrhyw safle we
fydd yn gysylltiedig â’r rhaglen.
Polisi Amddiffyn Plant
(Polisi’r BBC/Polisi S4C)
Nodwch pa Bolisi
Amddiffyn Plant sy’n berthnasol
Person Dynodedig
(Os mai Polisi Amddiffyn Plant S4C sy’n
berthnasol)
Polisi Iechyd a Diogelwch
Nodwch pa Bolisi Iechyd a Diogelwch sy’n
berthnasol
Person Cymwys
(Os mai Polisi Iechyd a Diogelwch S4C sy’n
berthnasol) Dylid cadarnhau fod y person sydd
wedi ei benodi yn meddu cymhwyster dilys.
6.
Darllediadau Pellach
Hawliau
I gyd fynd a’r hawliau sydd yn Atodiad 3 o’r
Cytundeb Partneriaeth BBC/S4C
Nodwch os cytunwyd ar unrhyw drefniant
gwahanol
(Polisi’r BBC/Polisi S4C)
Cliriadau a sicrhawyd
Nodwch:
(a)
beth sydd wedi ei glirio
(b)
beth sydd yn gliriadwy
(a)
(b)
Darllediadau/defnydd eraill a ragbrynwyd yn y gyllideb.
Yn cynnwys manylion am yr holl
gyfranwyr/gyfraniadau, deunydd trydydd parti
(gan gynnwys cerddoriaeth).
Cytundebau undebol ar gyfer
cyfranwyr y bydd iddynt daliadau
defnydd pellach yn ddyledus.
Amcangyfrif o’r costau ychwanegol i’r
BBC os yn berthnasol
Amcangyfrif o’r costau ychwanegol i
S4C os yn berthnasol
7.
Cyfleu a Gofynion Technegol
Amserlen Gyfleu
Ar gyfer tapiau, gwybodaeth electroneg a’r
gwaith papur. Dylid nodi manylion am y dull
o gyfleu (lawr y lein/tap/yn fyw ayyb)
Dyddiad cyfleu ar gyfer unrhyw
ofynion eraill.
e.e. Elfennau Ar-lein/Rhyngweithio/Gofynion
Swyddfa’r Wasg.
Nodwch unrhyw elfen amserol neu
gyfyngiad ar ddarlledu
e.e. slot rhyngweithio penodol
Fformat
Y fformat arferol yw Digibeta 16:9 FHA yn
SD. Nodwch os cafwyd cytundeb i gyfleu yn
wahanol e.e. HD
Gofynion Technegol Arbennig
Disgwylir i’r rhaglenni gydymffurfio â gofynion
technegol S4C. Nodwch unrhyw eithriad neu
ofynion arbennig.
Credyd Cynhyrchu BBC Cymru
Cynhyrchiad
Safle: Ar yr un cerdyn â’r Hysbysiad
Hawlfraint neu unrhyw leoliad arall oni bai y
cytunir yn wahanol
Y credyd i ymddangos ar bob fersiwn o’r
Rhaglen ym mhob cyfrwng yn y DG.
BBC Cymru [Insert logo]
ar
[S4C logo]
© BBC MM..
Credyd Cynhyrchu Cwmni
Annibynnol ar gyfer BBC Cymru
Cynhyrchiad
Safle: Ar yr un cerdyn â’r Hysbysiad
Hawlfraint neu unrhyw leoliad arall oni bai y
cytunir yn wahanol
[Company name or Logo]
Y credyd i ymddangos ar bob fersiwn o’r
Rhaglen ym mhob cyfrwng yn y DG yn ystod
Cyfnod y Drwydded
ar gyfer
BBC Cymru [Insert logo]
ar
[S4C logo]
© [cwmni cynhyrchu] MM..
Unrhyw Ofynion Credydau arbennig
Dull darlledu
Byw
Stiwdio
Lleoliad
Tâp -o’r BBC
o S4C
Dull Isdeitlo
Byw
Ffeil
Deunydd 4:3 ar sgrîn lydan
Oes / Nac oes
Os oes pa ddull a ddefnyddir
i’w dangos
8.
Targedau S4C a Mesuriadau Perfformiad Gwerth
Cyhoeddus y BBC (i’w hychwanegu)
Targed
Manylion y Gynulleidfa
Oedran:
Mewn
gwirionedd
Demograffeg:
Rhyw:
Mesuriadau Perfformiad
Cynulleidfa darged Darllediad
1af.:
Ailddarllediad:
Omnibws;
Gwerthfawrogiad:
Appendix 3
Terms of Supply
A.
This Appendix sets out the standard package of rights to which (unless amended in the
Editorial Synopsis) S4C shall be entitled in respect of the Contributed Programming.
The BBC’s General Terms for the Production of Television Programmes by
Independent Producers dated July 2004 (and updated in July 2010) allows the BBC to
supply independently commissioned programmes as part of the Commissioned
Programmes for such transmissions on the services of S4C as may be required by the
BBC insofar as the same are consistent with the permitted number of transmissions
set out in S4C`s Code of Practice for Programmes Commissioned by S4C.
In the event that S4C Terms of Trade (Second Edition) are amended or changed S4C
shall enter into good faith negotiations with the BBC to establish what changes (if any)
are required to the Terms of Supply and the BBC shall agree any reasonable changes
to the Terms of Supply insofar as the same do not conflict with the public purposes of
the BBC.
Subject to the remainder of this paragraph, the rights, the main provisions of which are
set out in the definition of “Rights” below, to which S4C shall be entitled in respect of
the Contributed Programming shall therefore be the same as S4C’s rights under the
S4C Terms of Trade Second Edition. It is acknowledged that exceptions to this
general rule may be negotiated and agreed as part of the Editorial Synopsis for
programme strands. It is also acknowledged that in the event of a conflict between the
S4C Standard Terms of Trade and this Appendix, this Appendix will prevail.
B.
The Rights shall survive expiry of the Strategic Partnership Deed.
C.
In this Appendix the following words shall have the following meanings:-
Interpretation and Definitions
“Licence Period”
Programmes made in-house by the BBC and
Children’s and Educational programmes made by the
independent sector:- the period from the date when the
programme is made until the seventh anniversary of the date
of first broadcast of the Contributed Programming (or in the
case of a series, the seventh anniversary of the first broadcast
of the last episode by S4C) and any extension which is agreed;
Programmes (other than Children’s and Educational
Programmes) made by the independent sector:- the
period from the date when the programme is made until the
fifth anniversary of the date of first broadcast of the
Contributed Programming (or, in the case of a series, the fifth
anniversary of the first broadcast of the last episode by S4C)
and any extension which is agreed;
“Educational
Programmes”
programmes denoted as such in the Editor
Synopsis;
“Children’s
Programmes”
programmes denoted as such in the Editorial
Synopsis;
“Territory”
the UK with non exclusive overspill rights outside the UK on
platforms whose signal is not limited to the UK including
without limitation unencrypted satellite, website use and
methods of exploitation by way of New Media;
“New Media”
all so called “new media” now known or hereafter invented
including without limitation webcasting, on demand, online
usage, interactive applications and mobile technology and
regardless of the device on which the Programme is viewed;
“S4C Service”
services provided free of charge by S4C or its subsidiaries;
“Simulcast”
simultaneous exhibition, broadcast or transmission of the
Programme (or part of it) on more than one medium or
platform now or hereafter known, including (without
limitation) digital television (both standard and high definition)
and via New Media;
“Timeshift Transmissions” broadcast or transmission of the Programme on any S4C
Service from time to time that carries a time-delayed rebroadcast of output of any constituent element of the S4C
Service together with the right to Simulcast the same.
“Rushes”
material produced in the course of producing the contributed
Programming but not featured in the Contributed
Programming as delivered to S4C.
“Clips”
clips from the Contributed Programming.
“Rights”
as follows:-
Transmission rights and holdback
1.
The sole and exclusive right to exploit the Contributed Programming in the Territory
during the Licence Period:1.1
with or without signing and/or English or Welsh subtitles and/or audio
description and/or (with the BBC’s approval) an English language commentary;
1.2
by any means of television on any platform (including without limitation cable,
terrestrial, IPTV and satellite) whether linear or interactive, digital, standard
definition or high definition;
1.3
on the S4C Services
1.4
by means of Simulcast
1.5
by means of a specific number of transmissions, as noted below:-
2.
Children’s and Educational Programmes– unlimited transmissions throughout
the Licence Period.
3.
Programmes made in house by the BBC (other than Children’s and
Educational Programmes) – sixteen transmissions.
4.
Other categories of programme produced by the independent sector – three packages
of broadcasts each package comprising up to six transmissions within a 28 day period;
5.
Save for the provision of back to back sports coverage which is agreed by S4C as part of
the programme plan and without prejudice to paragraph 1 above, during the Licence
Period the BBC shall not exploit or authorise or permit the exploitation of the
Contributed Programming on television and in any language in the Territory. The BBC
shall not, at any time before the date of first transmission of the Contributed
Programming until the expiry of 28 days after such first transmissions or, in the case of a
series, 1 month after the first transmission of the last episode by S4C, exploit any
versions of Contributed Programming in the Entertainment genre on television in the
Territory. Any variation to be agreed within the editorial process. This holdback shall
not apply to New Media exploitation by the BBC except during the exclusive New
Media windows to which S4C is entitled below.
6.
Simulcasts shall count as one transmission. Signed or audio described transmission
between the hours of midnight and 6am shall not count as a transmission under 2,3 or
4 above.
7.
Timeshift Transmissions of Programmes to which members of Equity, the Writers
Guild or the Musicians Union have contributed shall be subject to the necessary rights
having been obtained in negotiation with such Unions and on terms approved by S4C.
New Media Rights
1.
The right during the periods below to exploit the Contributed Programming or parts
thereof in a linear format without impairing or interrupting the original order or
sequence of the Contributed Programme on New Media (whether in a streamed or
downloadable format but only in a format which prevents the viewer from keeping a
copy of it once the period of the viewer’s licence has expired) and whether on a
standalone basis or as part of any other service or portal through any medium and in
any format and on any platform now or hereafter known and to keep all income
derived therefrom as follows:
1.1
on an exclusive basis if at the same time as the first television transmission of the
Contributed Programming on the S4C public services. It is acknowledged that
S4C’s rights under this clause in respect of stand-alone news provision (excluding
current affairs and stand-alone politics programmes) shall be non exclusive;
1.2
on a non-exclusive basis for the first seven (7) days after the first television
transmission of the Contributed Programming by S4C and thereafter on a non
exclusive basis for a further twenty eight (28) days at a different time to any
television broadcast of the Contributed Programming on the S4C Services and
‘on demand’ by the viewer.
1.3
on a non exclusive basis if at the same time as the transmission of any repeat of
the Contributed Programming on the S4C Service and also on a non-exclusive
basis for the first thirty-five (35) days thereafter at a different time to any repeat
television broadcast of the Contributed Programming on the S4C public services
and ‘on demand’ by the viewer.
2.
If S4C foresees at the time of discussing and agreeing the Editorial Synopsis for any of
the Contributed Programming or at any time thereafter that S4C would like to
exercise the New Media Rights in any of the Contributed Programming more
extensively than the licence granted above or in any manner which is different to the
licence granted above, S4C will discuss its plans with the BBC which will endeavour to
agree terms to enable S4C to do so.
3.
The foregoing rights shall include the right to perform all such technical evolutions as
are necessary to enable the full exploitation by S4C of the New Media Rights (for
example to copy, transfer, cache and store the Contributed Programming).
4.
If the BBC wishes to exercise New Media rights in the Contributed Programming after
the first television transmission of such programming by S4C, this shall be
subject to the following conditions:
4.1 where permitted (e.g. via iPlayer ‘Open Linking’), a link shall be provided from
the BBC site to the appropriate S4C on-demand service (currently branded
‘Clic’) (and the BBC shall, if so requested by S4C, address in good faith whether
any necessary permission under this sub-paragraph can be obtained);
4.2
the usage figures will be reported to S4C within one week of use and shall be
allowed to be included within S4C’s usage figures;
4.3 the BBC shall ensure where technically possible that the ident ‘BBC Cymru ar
S4C’ incorporating (where technically possible) S4C’s logo shall precede all such
programming on New Media and shall include a narrative reference to the BBC
and S4C in all New Media listings
4.4 any reference within the Contributed Programming on television to the
availability of such programming from the BBC in New Media shall refer no less
prominently to its availability in New Media from S4C (including on S4C’s ondemand service (currently branded ‘Clic’)).
Website Rights
The non exclusive right to create, establish and maintain a Welsh language or bilingual
programme-related website or websites for any of the Contributed Programming and
the right to use clips or extracts from the Contributed Programming on such
website(s) or on any corporate/generic website(s) of S4C or its group companies. For
the avoidance of doubt the exercise of the Website Rights shall not be restricted to
the periods listed under “New Media Rights” above.
Option to Extend the Licence Period
The option to extend the Licence Period for Contributed Programming produced by
the BBC without payment of a licence fee for further periods on request. Clause 5.13
of the Deed shall apply to all requests. S4C acknowledges that any extension of the
Licence Period for Contributed Programming produced by the independent sector
shall be discussed directly between S4C and the independent production company
concerned.
Ancillary Rights in the Welsh Language
1.
Subject to the prior written consent of the BBC such consent not to be unreasonably
withheld or delayed the non-exclusive right to exploit the merchandising and ancillary
rights (in the Welsh language only) in the Contributed Programming for marketing and
promotional purposes during the Licence Period, including (but without limitation) the
right to use the title, scripts, programme format, characters, scenes, designs, events
and items appearing in or produced for the Contributed Programming in connection
with all types of products and services, on the understanding that S4C will not operate
in a manner which prevents any definite plans on the part of the BBC to exploit the
merchandising and ancillary rights in the programme or any version of it commercially.
S4C shall be entitled to retain any income derived from such exploitation.
2.
S4C and the BBC will regularly liaise with each other and ensure that both parties are
aware of any plans that either may have to exercise the ancillary rights in the
Contributed Programming.
Promotional Rights
The right to promote market and advertise the Contributed Programming and S4C’s
broadcasts of them by all customary methods and including without limitation by the use of
Clips in promotional material and on social networking sites.
Right to Authorise Educational and Archival Use
1.
The right to allow designated libraries and archives (in accordance with the Copyright
Designs and Patents Act 1988 (as amended)) to prepare and keep copies of the
Contributed Programming.
2.
The right to allow museums, heritage centres, historical societies and charitable or
other ‘non-commercial’ bodies to have copies of the Contributed Programming off-air
and to exhibit and use them for the educational or archival purposes of these
organisations.
3.
The right to allow schools, colleges, universities and other educational establishments
to have copies of the programme and, where possible, to view or download the
programmes and to use them for the educational and non-commercial purposes of the
establishment.
Off-air Recording Rights
The right to allow the Educational Recording Agency Limited to licence educational
establishments to record the Contributed Programming off-air and to use them for
educational purposes in accordance with the licensing scheme operated by the ERA from
time to time pursuant to Section 35 of the Copyright, Designs and Patents Act 1988 (as
amended).
Advertising and Sponsorship
The right to insert adverts and sponsorship stings around the Contributed Programming on
any platform (not being a BBC Public Service platform) and to retain all income derived
therefrom. The inclusion of sponsorship stings around the Contributed Programming will be
subject to the BBC’s editorial approval.
Clips and Rushes Rights
(i)
the right to use Clips in accordance with paragraph 11 of the Deed in new
programmes made for the S4C Service .
(ii)
subject to the prior written consent of the BBC the right to use Rushes in new
programmes made for the S4C Service .
(iii)
subject to (i) above (except where the paragraph above headed “Promotional
Rights” applies) and (ii) above the right to use Clips and Rushes in promotional
material and in New Media.
Other Incidental Rights
All the other incidental rights required by S4C in order to be able to fulfil its statutory and
contractual duties and responsibilities or in order to facilitate the same, including without
limitation:
1.
The right to retain a transmission copy of the programme in perpetuity for regulatory
purposes; and
2.
The right to retain copies of the Contributed Programming in various technical
formats and to perform such technical evolutions as are necessary in order to enable
S4C to exercise the Rights and prepare different versions, e.g. a subtitled version, a
signed version, a version with audio description etc; and
3.
The right to permit third party services within and outside the United Kingdom to
include the Contributed Programming in services or where such service(s) (by
whatever means method or platform) simultaneously transmit the content of the freeto-air television services originated in the United Kingdom and to retain S4C’s share of
the income derived therefrom.
4.
Ownership in and title to the delivery materials.
5.
The right to deal with the Contributed Programming to accommodate the portals
through which exploitation is to be made (for example to add overlay, links, navigation
tools and menus).
CLEARANCES
1.
The BBC shall provide the Contributed Programming fully cleared, the term “cleared”
meaning the acquisition of all rights and consents by the BBC so as to enable the first
transmission (including any Simulcast) and the exercise of the New Media Rights, the
Website Rights and all other Rights with the exception of repeat transmission rights
free of charge to S4C.
2.
As a matter of best practice the BBC shall endeavour to acquire all the Rights when
clearing the first transmission so that all exploitation of the Rights by S4C shall be
without cost to either S4C or the BBC.
3.
To the extent that it has been unable to achieve (2) above, the BBC shall endeavour to
ensure that the Rights are clearable, the term “clearable” meaning that subsequent
exploitation of the Rights is reserved to S4C on a non-exclusive basis and may be
exercised subject only to payment to rights holders in accordance with BBC Talent
Union Agreements or otherwise as required and agreed between S4C and the BBC.
4.
In the event that the Editorial Synopses requires the pre-payment of clearable Rights
the BBC shall do so at the point of first acquisition and the subsequent transmission(s)
shall be considered to be part of the Contributed Programming or, S4C may elect to
reimburse to the BBC the cost of such pre-payment in which case the subsequent
transmission(s) would fall outside the Contributed programming.
5.
S4C shall be free to exercise the clearance of any clearable Rights beyond the first
transmission of the Contributed Programming within its Licence Period.
Appendix 4
Complaints procedure
Complaints notified to the BBC
1.
The BBC will notify S4C promptly of any complaint which is notified directly to the
BBC about any of the BBC’s Contribution.
2.
Any correspondence or written communication from the BBC to the complainant will
need to be notified and discussed in advance between S4C and the BBC.
3.
The BBC will consult regularly with S4C regarding the complaint and obtain S4C’s
prior approval to each step taken by the BBC in dealing with such complaint. S4C and
the BBC will discuss and seek to agree in good faith the manner in which such
complaint shall be dealt with, but the parties acknowledge that S4C, as the broadcaster
who is accountable to Ofcom, will have the right to make a final determination in
respect of such complaint.
4.
Any decision, settlement or compromise between the BBC and the complainant will
require the prior approval of S4C.
Complaints notified to S4C
1.
Any complaint about the BBC’s Contribution which is made directly to S4C shall be
dealt with in accordance with any other programmes on S4C’s services, namely in
accordance with S4C’s complaints procedure from time to time. Under such
procedure, S4C will notify the BBC promptly of such complaint and will give the BBC
the opportunity to provide its comments on the complaint.
General
Both parties acknowledge that each party will work within the framework of its own
complaints procedure.
Appendix 5
News and Current Affairs Review Board Terms of Reference
1.
Authority
The joint News and Current Affairs Review Board [“the Board”] is the primary
management forum for discussing, and consulting on, the performance and strategic
development of the BBC News and Current Affairs service on S4C, and its role and
contribution within the wider S4C schedule.
The Board meets regularly to review areas of common interest and use best
endeavours to reach agreement on co-operation consistent with the framework and
obligations of the Strategic Partnership Deed.
The Board may from time to time develop recommendations for the consideration
of the respective management teams.
The deliberations, activities and decisions of the Board shall at all times be:


2.
consistent with the terms of the Deed; and
subject to section 58 of the Broadcasting Act 1990 (as amended).
Board Purpose and remit
The purpose of the joint News and Current Affairs Review Board is:
(a)
to provide a joint management forum for discussing, and consulting on, the
performance and strategic development of the BBC News and Current Affairs
service on S4C - and its role and contribution within the wider S4C schedule;
(b)
to review the audience and editorial performance of the BBC News and
Current Affairs service against agreed targets (including those of the BBC Trust,
S4C Authority and Ofcom) within the context of the overall S4C schedule
(c)
to monitor and review the BBC News and Current Affairs service’s fulfilment
of the commitments set out in the annual Editorial Synopsis – and its support
for S4C’s Content Strategy and annual SOPP, and the BBC’s Public Purposes;
(d)
to recommend - as and when required - revisions to the annual Editorial
Synopsis for the BBC News and Current Affairs Service on S4C;
(e)
to develop recommendations – as and when required - to increase the impact
and distinctiveness of the BBC News and Current Affairs service on S4C ;
3.
(f)
to assess and review the effectiveness of business continuity and emergency
planning procedures (including service outages, obit procedures, pandemic
planning and management of emergency announcements);
(g)
to discuss and seek to progress areas of mutual interest - including but not
limited to HD delivery, news branding, on-demand services, subtitling,
scheduling and presentation;
(h)
to identify and progress potential areas of joint working – including but not
limited to audience research, marketing, language policy, use of third party
materials and interactivity;
(i)
to share information on key editorial or scheduling changes;
(j)
to ensure best practice in the management of editorial risks, compliance and
complaints related to the BBC News and Current Affairs service on S4C
(including the handling of key events such as elections and referenda); and
(k)
to undertake such other activity in relation to the provision of a BBC News
and Current Affairs service on S4C as may be reasonably required and jointly
agreed by S4C and the BBC.
Membership
The Board shall comprise an equal number of representatives from both
organisations. BBC Wales’ Head of Welsh Language Programmes and S4C’s
Director of Content shall jointly determine the number of representatives required
in advance of each meeting. From time to time, additional participants may be invited
to discuss areas of particular interest.
4.
Frequency and organisation
The News and Current Affairs Review Board meetings shall be held not less than
once every four months. Responsibility for the organisation and chairing of each
meeting shall rotate between S4C Director of Content and BBC Wales Head of
Welsh Language Programmes (to include preparation and distribution of all relevant
paperwork). An agreed agenda shall be circulated a week prior to each meeting.
5.
Procedure
The News and Current Affairs Review Board shall ensure that full written minutes
of each meeting are maintained and endorsed as accurate at each subsequent
meeting.
It is intended that the News and Current Affairs Review Board should work
towards a consensus position on all matters deliberated and on all recommendations
that the Board may choose to make. However, in the event that the Board elects to
call a vote on any matter, provided that the membership requirements are satisfied,
issues may be determined by a simple majority of the votes cast with all abstentions
or dissenting votes recorded in the minutes together with a brief note as to the
reason for voting in favour.
6.
Confidentiality
The provisions of clause 14 of the Strategic Partnership Deed shall apply to all
matters relating to the joint News and Current Affairs Review Board.
Appendix 6
Raising awareness of the BBC contribution
1.1
As part of the Strategic Partnership Agreement, the BBC and S4C have agreed
a range of additional measures to improve licence fee payer awareness of the
BBC’s programming contribution.
1.2
In setting annual performance targets for the BBC contribution, the BBC Trust and
S4C Authority shall consider whether the BBC’s programme supply has achieved
high awareness among licence fee payers (measured by awareness of the BBC’s
contribution in its totality and of its key individual programme strands).
1.3
All programmes and services supplied as part of the BBC’s Contribution will be
produced in accordance with S4C’s Brand Guidelines, except insofar that a BBC
Cymru Wales animated logotype ident shall immediately precede all BBC-supplied
programmes distributed on S4C services [see diagram for illustrative flow], with the
exception of the BBC News service. The sting shall be delivered to S4C as an
integral element of each supplied programme and within the agreed programme
duration and will not exceed 3 seconds in duration.
Diagram
The Corporate Seals of the
British Broadcasting Corporation and S4C
were hereunto affixed.