This page details the Code and Business framework that governs the commissioning of TV content from independent suppliers along with information about standard programme production agreements (contracts).
Download the or visit the How we commission page of the commissioning website for further information about our commissioning process.
TV code of practice
The Code of practice ensures relations between the 大象传媒 and independent producers are fair and transparent. It sets out the timetable for the negotiations of the commissioning agreement, the rights, programme prices and payments. The Code of practice was agreed with .
Download the
Find out more about programme prices and tariff ranges below.
TV business framework
The 大象传媒's Business framework for the commissioning of independent productions. To be adopted to new commissions from 25 November 2021.
(Please note updates to the previous framework dated 11 May 2020 are indicated in bold text.)
The Code of practice states that the 大象传媒 will agree Terms of trade with prior to publication. The Business framework sets out these Terms of trade and includes information about licence periods, exclusivity, distribution, funding and payments as well as additional materials.
Read the Business framework below or visit the A-Z page to download previous versions of the Business framework and Terms of trade.
1. Introduction
Under the provisions of the Communications Act 2003, the 大象传媒 is required to publish and comply with a Code of Practice for agreeing the terms for the commissioning of qualifying independent productions. The Code has been approved by Ofcom and is published here. The Code states that the 大象传媒 will agree its 鈥楾erms of Trade鈥� with PACT prior to publication. The Business framework set out below represents these Terms of trade, and has been agreed with PACT on 16 October 2013 and most recently updated on 5 May 2020.
2. Key principles applicable to all 大象传媒 independent commissions
2.1 The 大象传媒鈥檚 audience promise
In delivering to its audiences content which has been funded in whole or in part by the licence fee, the 大象传媒 will deliver the public purposes as set out in its Charter and Agreement; in the relevant service licences as approved by Ofcom; and in its published strategies.
In particular:
a) The 大象传媒 will efficiently and effectively deliver public value on behalf of its licence fee payers; and
b) 大象传媒 audiences will be able to:
- Get 大象传媒 services free at the point of use, in ways and on devices that suit them;
- Watch 大象传媒 programmes on demand for a reasonable period for free, at home and on the move;
- Get hold of all recent 大象传媒 programmes and be treated to the best of the 大象传媒鈥檚 library of programmes in trusted environments鈥攚ith a 鈥榩ermanent collection鈥� available for free, and paying for other content which would otherwise not be available.
2.2 Ownership
Copyright in content commissioned in accordance with the 大象传媒鈥檚 Code of Practice shall remain vested in the producer who created it.
2.3 Public service rights
In return for the payment of a licence fee, the 大象传媒 shall be granted a licence of public service rights.
2.4 Commercial exploitation
The producer shall be in control of licensing the rights in their content which are primarily and directly designed to generate secondary commercial revenues, subject to:
a) a period of exclusivity in favour of the 大象传媒 which is sufficient for the 大象传媒 to deliver its audience promise;
b) certain provisions to protect the value of the 大象传媒鈥檚 licence, reputation, and the investment it has made into the content and the content鈥檚 brand;
c) an appropriate share of revenue payable to the 大象传媒: and
d) the 大象传媒 recognises that other stakeholders (for example the producer itself and any commercial distributors) may have invested in the content.
2.5 Attribution and Branding
In all publication, promotion, exploitation, and other use of or reference to the content, there will be appropriate attribution to the 大象传媒 and its brand.
3. 大象传媒 commitments under its Code of Practice
3.1 Tariffs
In accordance with paragraph 6 of the Code, the 大象传媒 has published here a list of indicative tariff ranges applicable for different genres of programming.
3.2 Commercial Release Policies
a) In accordance with paragraph 3.2(f) of the Code, the 大象传媒 has published here a release policy setting out the approach it will take to requests for consent to exploit the programme commercially on television and video-on-demand services in the UK during the 大象传媒鈥檚 licence period. This policy recognises in paragraph 3.7 that a producer and the 大象传媒 might agree in good faith discussions as a Special Term of the relevant programme production agreement that the programme will not be licenced to certain platforms in the UK during the 大象传媒鈥檚 licence period. It is acknowledged that any such agreement may affect the 鈥榣evel of up-front third party investment, if any, that the programme could reasonably expect to attract in the marketplace鈥�, as referenced in paragraph 5 of the Code which sets out the factors informing the price the 大象传媒 will pay for a programme.
b) The 大象传媒 has published a release policy setting out the general approach it will take to requests for consent to exploit the clips and extracts of the programme commercially on television and online services in the UK during the 大象传媒鈥檚 licence period.
c) The 大象传媒 has published the principles and guidelines its adopts from time to time when considering requests for consent to use the programme brand in connection with commercial websites, apps, and social media activity in or accessible from the UK, as referred to in section 4.3(2) below.
4. The 大象传媒鈥檚 standard contract
4.1
The 大象传媒 has published its standard form of agreement to be used for commissioning individual independent producers in accordance with the Code of Practice and this Framework. If Pact believes that the 大象传媒鈥檚 standard form of agreement contains any terms which are inconsistent with the provisions of this Framework or the 大象传媒 Code of Practice, Pact shall be entitled to raise such complaint with the 大象传媒鈥檚 Head of Commercial, Rights & Business Affairs who shall discuss and agree with Pact any amendment to the 大象传媒鈥檚 standard agreement template that may be necessary to ensure consistency. Prior to making any substantive changes to the standard form agreement to be used for commissioning individual independent producers, the 大象传媒 will consult with Pact and will give good faith consideration to any comments raised by Pact to any proposed changes. For the avoidance of doubt, any change to the standard form of agreement which amounts to a change to the terms contained in the Framework can only be made with the agreement of Pact.
4.2
In the context of the Key Principles set out in paragraph 2 above, the provisions outlined below describe the standard position the 大象传媒 will adopt in its commissioning agreement with independent producers. However, as reflected in paragraph 6 below, these may need to be varied to reflect any changes to the standard provisions which both parties wish to make.
1. 大象传媒 licence period
The standard licence term granted to the 大象传媒 is 5 years from acceptance of full delivery of the programme, subject to any standard post-licence provisions set out in the standard form of agreement referred to above (which at the date of signature of this Framework is General Term 26), and any agreed extensions or reduction pursuant to paragraph 6(a)(iii) and (iv).
2. The 大象传媒鈥檚 public service on-demand offer
In exercising its public service rights, the 大象传媒 shall be entitled for the period from 7 days prior to the first linear broadcast of the Programme (鈥榯he Preview鈥�) and the initial iPlayer window to use the Programme in any online, interactive television or other new media services forming part of the 大象传媒 Public Services in whatever format now known or invented in the future, which includes for the avoidance of doubt the right to:
a) temporarily download (the transfer and storage of a discrete data file) the Programme (or part thereof) by any wire or wireless means including but not limited to the internet and to permit temporary access thereto, viewing thereof and temporary storage of copies of the Programme so downloaded; and/or
b) include or license the Programme (or part thereof) for inclusion in a video-on-demand service or near-video-on-demand service;
Excluding 大象传媒 Three repeat packages set out under paragraph 6(a)(i), a 30 day period of on-demand use may be exercised with any 大象传媒 repeat broadcast, except for the Preview. The 鈥淚nitial iPlayer Window鈥� shall be 12 months for 大象传媒 One, 大象传媒 Two and 大象传媒 Four or 24 months for 大象传媒 Three as set out in paragraph 6(a) below.
3. Exclusivity
The 大象传媒 shall be entitled to a period of exclusivity for the exercise of its rights before any commercial exploitation takes place, as follows:
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In the UK |
Ex-UK |
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DVD/DTO |
Day 1 following either (i) 1st exercise of the 大象传媒 Public Service Rights for programmes commissioned for 大象传媒 Three (or relevant episode, thereof), or 1st 大象传媒 TX or 7 days following first 大象传媒 Public Service use of the relevant episode for Programmes commissioned other than for 大象传媒 Three, or (ii) 6 months from acceptance of Full Delivery, whichever is the earlier
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Linear Television |
In accordance with the 大象传媒鈥檚 Programme Release Policy. |
Day after either (i) 1st exercise of the 大象传媒 Public Service Rights of the relevant programme / episode commissioned for 大象传媒 Three, or 1st 大象传媒 TX or 7 days following first 大象传媒 Public Service use of the relevant programme / episode commissioned other than for 大象传媒 Three, or (ii) 6 months from acceptance of Full Delivery, whichever is the earlier. |
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Commercial VOD (inclu catchup) |
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Commercial Websites and Apps |
The 大象传媒 will be clear and transparent regarding its approach to consent, with the objective being to: - enhance commercial opportunities for producers in the online environment and - ensure that the core public service propositions for the content are not undermined in the eyes of the licence fee payer and make it very clear to the audience what is provided by the licence fee funding, and what must be purchased or funded through commercial opportunities. Consent will be granted in accordance with the published principles and guidelines that it adopts from time to time when considering requests for consent. |
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Library Sales |
In accordance with the 大象传媒's Library Sales Release Policy. |
Day after either (i) 1st exercise of the 大象传媒 Public Service Rights of the relevant programme / episode commissioned for 大象传媒 Three, or 1st 大象传媒 TX or 7 days following first 大象传媒 Public Service use of the relevant programme / episode commissioned other than for 大象传媒 Three, or (ii) 6 months from acceptance of Full Delivery, whichever is the earlier. |
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Merchandise/Books/Other |
Day after either (i) 1st exercise of the 大象传媒 Public Service Rights of the relevant programme / episode commissioned for 大象传媒 Three, or (ii) 1st 大象传媒 tx or 7 days following first 大象传媒 Public Service use of the relevant programme / episode commissioned other than for 大象传媒 Three, or (iii) 6 months from acceptance of Full Delivery, whichever is the earlier but without prejudice to any pre-existing series exploitation). |
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Format Use |
(a) New further programmes 鈥� commissioning right exclusive to 大象传媒 in UK during the 大象传媒鈥檚 recommissioning option 大象传媒 consent over foreign version into UK during 大象传媒 licence unless 大象传媒 recommissioning option has expired and another UK broadcaster has commissioned further programmes |
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Additional Material |
In accordance with paragraph 8 below. |
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4. Intentionally deleted
5. Third party and producer investment into production and accounting of distribution revenues
a) In accounting to the 大象传媒 for its share of Net Revenue, the Producer shall ensure that the recoupment of any Agreed Recoupments shall occur in the order in which the revenue was received by the Producer (or its Distributor if the Distributor is reporting directly to the 大象传媒) to ensure that the 大象传媒鈥檚 20% entitlement to Net Revenue (as referred to in paragraph 7 below) is applied to a fair and appropriate apportionment of the receipts, where the receipts relate to a combination of distribution rights attracting differing 大象传媒 back end shares as set out above. The Producer shall not knowingly do anything which might serve to undermine this principle and will ensure that its Distributor(s) also adhere to these principles. On a six (6) monthly basis, the Producer shall provide to the 大象传媒 a statement (from the Producer or its distributor as applicable) identifying sales agreed during the previous 6 months, by media, territory and date.
b) In reporting and accounting to the 大象传媒 its share of Net Revenue; Producers shall ensure that timely and clear statements are sent to the 大象传媒 every six (6) months by the Producer or its appointed Distributor. These shall provide all necessary evidence for the gross revenue (even if none received) and any deductions; detail the appropriate 大象传媒 net share for the exploitation; and give totals for each title reported. The Producer will ensure that any Distributor is made aware of all relevant reporting obligations and the terms and value of any agreed recoupments.
6. Further use payments and right to renew
a) The number of uses covered by the primary rights licence fee depends on which services the programme is being used, and are as set out in the 大象传媒 Code of Practice; save that in relation to programmes commissioned for 大象传媒 Three, it is agreed that the uses covered by the Initial Fee as set out in Appendix 1 of the Code of Practice shall be one package of use comprised of one 24 month window on-demand on any online, interactive television or other new media services forming part of the 大象传媒 Public Services, 18 months of unlimited transmissions on the 大象传媒 Three channel and 18 further Transmission Days over the remaining duration of the licence period. If, within its licence period, the 大象传媒 wishes to make more uses of the programme than those covered by the primary rights licence fee, it may do so on payment to the independent producer as follows:
i. 2% of the primary rights licence fee paid for the relevant series or episode in order for the 大象传媒 to purchase an additional 鈥榩ackage鈥� of use as specifically listed in the 大象传媒 Code of Practice, save that a purchase of Transmission Days on 大象传媒 Three may be made at the rate of 1% of the primary rights licence fee paid for the relevant series or episode for 9 additional Transmission Days.
ii. When purchasing an additional 大象传媒 Two 鈥榩ackage鈥�, the payment described above shall be for one transmission on 大象传媒 Two. In relation to the other 鈥榩ackages鈥� as listed in the Code of Practice, the payment described shall be to replicate the number of transmissions stated in the package.
iii. 2% of the primary rights licence fee paid for the relevant series or episode in order for the 大象传媒 to purchase an additional year of exclusive use on any online, interactive television or other new media services forming part of the 大象传媒 Public Services and each such purchase of an additional 12 months shall reduce the length of the licence period by 12 months, except for 大象传媒 Three whereby it reduces by 6 months.
iv. 1% of the primary rights licence fee paid for the relevant series or episode in order for the 大象传媒 to purchase an additional year of non-exclusive use on any online, interactive television or other new media services forming part of the 大象传媒 Public Services and each such purchase of an additional 12 months shall reduce the length of the licence period by 4 months, except for 大象传媒 Three whereby it reduces by 6 months.
In respect of the exclusive additional VOD window referred to above in paragraph 6(a)(iii), if exercised after previously exercising an additional non-exclusive VOD window set out above in paragraph 6(a)(iv), this requires the consent of the Producer.
If a Producer requests 大象传媒 consent to the UK commercial release of a 大象传媒 Three Programme at 18 months in accordance with the 大象传媒鈥檚 Programme Release Policy, the 大象传媒 may refuse permission for release and maintain exclusivity until the end of the 24 month period if it pays an additional 0.5% of the primary rights licence fee paid for the relevant series or episode.
b) For the avoidance of doubt, for Programmes commissioned other than for 大象传媒 Three only, the 大象传媒 may elect at any time during its licence period which two packages it intends to use as part of the primary rights licence fee and the first 大象传媒 transmission of the programme includes the right to a free narrative repeat (meaning within 7 days of the original transmission) of the programme on the same or any digital 大象传媒 channel.
c) Under the 大象传媒 Code of Practice the 大象传媒 has the right to renew its licence for a further period of two years. If the 大象传媒 wishes to exercise this option it will make a payment of 2% of the primary rights licence fee as an advance against the further use payments (excluding those set out in paragraphs 6(a)(iii) and 6(a)(iv)) set out above. Further extensions to the licence period can be mutually agreed on individually negotiated terms if this is acceptable to both parties. In the case of returning series, the 大象传媒 will have the opportunity to renew the exclusive licence for all previous series while the programme is still being commissioned (save that for any renewals beyond the first licence renewal (ie 7 years), the holdback relating to television sales by the independent producer in the UK shall be limited to public service broadcasters). It is acknowledged that:
(i) the 大象传媒 shall have the ability to pro-rate licence extension by each year (and if a further TV package is exercised during that time, the balance of the licence fee extension would be paid);
(ii) the 大象传媒鈥檚 notification of licence extension shall be no less than 3 months prior to expiry; and
(iii) if the licence period has been shortened under paragraph 6(a)(iii) or 6(a)(iv), the 大象传媒 may still extend under this paragraph, albeit from an earlier date.
(d) If a programme is:
i. fully funded by the 大象传媒, then the 大象传媒 must exercise its option to purchase additional availability under paragraph 6(a)(iii) or 6 (a)(iv) after the first use by the 大象传媒 for the first additional window and within the first 6 months of a current window for any subsequent additional windows;
ii. funded with third party investment which is predicated in whole or part on exploiting UK commercial rights, then the UK windowing across the 大象传媒 and third party shall be agreed at the point of commission, alongside any impact on the 大象传媒 licence period (for the purposes of this paragraph, third party investment relates to production funding directly or indirectly from a licensee with a global SVOD reach including the UK);
iii. funded with producer deficit or deferral, then the 大象传媒 shall provide some indication of its reasonably likely intention to acquire additional availability under paragraph 6(a)(iii) or 6(a)(iv), and must formally exercise its option after the first use by the 大象传媒 for the first additional window and within the first 6 months of a current window for any subsequent additional windows.
7. Share of revenue
The 大象传媒 shall be entitled to receive a standard share of back end revenue from all exploitation of the programme as follows:
a) For exploitation in the UK by way of linear television and commercial VOD during the 大象传媒鈥檚 licence period of rights released in accordance with the published Release Policy: 20%
b) For exploitation of DTO/permanent digital ownership rights in the UK during the 大象传媒鈥檚 licence period: 20%
c) For all other exploitation of the programme (including post licence): 10%
8. Editorial Control and 大象传媒 guidelines
The 大象传媒 will have final editorial control over all 大象传媒 versions of programmes commissioned from independent producers including all associated online and interactive elements. All production and exploitation of all programmes will comply with applicable 大象传媒 guidelines.
9. Real Living Wage
Pact and the 大象传媒 agree that all production personnel directly engaged by a producer (or a company within the same group) working on the production and/or delivery of a programme are paid the real living wage. It is acknowledged that Pact will publish guidance () to assist producers in complying with this requirement provided that (a) the guidance and any future amendment is agreed between Pact and the 大象传媒 prior to publication; and (b) the guidance is provided such that it is available to all independent producers including non-Pact members.
4.3 Children鈥檚 commissions
The following provisions shall apply to new commissions from 1 January 2021 (unless it is mutually agreed between an individual Producer and the 大象传媒 to apply them sooner than that):
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Title recommissioned: |
Not recommissioned: |
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Initial use:
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Further use:
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Holdback release: |
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Backend:
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Clearances |
The 大象传媒鈥檚 arrangements with Equity and WGGB/WDP for iPlayer clearances will apply to independent productions commissioned by the 大象传媒. |
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5. Funding
5.1
The agreed licence fee will be the fixed price the 大象传媒 will pay for the programme after good faith negotiations between the parties. The 大象传媒 will agree either to cash-flow the agreed licence fee according to agreed stage payments, or it will pay the agreed licence fee upon delivery. Pre-agreed stage payments are intended to remove the need in the majority of cases for detailed negotiation between the parties, whilst ensuring that they reflect the particular production schedule. Where staged payments are agreed, the stages will typically be as set out below. However, where the nature of the programme or the production schedule mean that these stages are inappropriate, the 大象传媒 and the independent will consider in good faith stages for cashflow that reflect the particular nature of the production whilst still retaining the two final 5% payments in respect of paper and tape delivery.
| Standard stage payment | Entertainment | Drama | Factual |
| Receipt by 大象传媒 of signed agreement | 15% | 5% | 15% |
| 1st day of pre-production | 10% | 10% | 10% |
| Commencement of Principle Photography | 25% | 20% | 25% |
| Mid point of filming and viewing of rushes by 大象传媒 Editorial rep | 20% | 25% | N/A |
| 1st day of Edit | 10% | 25% | 20% |
| Approval of rough cut | N/A | N/A | 10% |
| Approval of fine cut of episode 1 | 10% | 5% | 10% |
| Acceptance of Tape Delivery | 5% | 5% | 5% |
| Acceptance of Physical Delivery (subject always to a cap of 100,000) | 5% | 5% | 5% |
5.2
Where the 大象传媒 proposes to pay the Licence Fee on delivery, the 大象传媒 will ensure that contract documentation has been established with a minimum of 2 reputable banks. In addition to the primary rights licence fee (but not relevant for the purposes of the section below entitled "Funding above the Primary Rights Licence Fee"), the 大象传媒 will pay for the actual costs of cash-flowing the primary rights licence fee (e.g interest, arrangement fees and legal fees) all of which have been pre-agreed with the 大象传媒.
5.3
Pact and the 大象传媒 agree that the policy purpose of the UK Television Tax Relief (TTR) is to support the production of original UK content. This means that where part of the budget expenditure for a programme qualifies for TTR and the producer applies for it, the funds released from HMRC as a result are expected to be used to support UK production budgets. Both PACT and the 大象传媒 recognise that:
5.3.1
The 大象传媒 may take into consideration the potential availability of TTR when making its price offer for the programme. Having made its price offer, the 大象传媒 will not reduce (or increase) the price offered (or agreed), should the actual level of tax credit ultimately be more (or less) than anticipated by the parties or lead to a funding surplus or deficit for the production.
5.3.2
It is acknowledged that in most cases the Producer will be required to obtain a loan and or otherwise deficit finance the proposed TTR element of the programme budget funding (鈥渢he TTR Loan鈥�).
5.3.3
It is acknowledged that the producer will be entitled to decide how any surplus TTR (being any TTR received by the Producer not required to discharge the TTR Loan and its associated costs) will be deployed towards the programme鈥檚 production costs or overspends and/or administrative costs incurred by the producer in applying for the tax credit or tax credit loan; and/or in respect of any other production or development work, priority being given to other contemporaneous 大象传媒 commissions and developments.
5.3.4
The Producer will warrant that the relevant TTR legislation is complied with and any surplus will be deployed for the stated policy purpose. Pact and/or the 大象传媒 will be entitled to request evidence from the producer regarding the application of any such surplus.
6. Evolving strategic initiatives
6.1
It is recognised by PACT and the 大象传媒 that the Business framework outlined in this document will apply to as standard to programmes commissioned by the 大象传媒. However, as reflected in the 大象传媒 Code of Practice, these standard arrangements do not preclude the 大象传媒 and an individual independent producer from concluding an agreement covering a different range of provisions from those outlined above, should they both wish to do so in order to deliver a specific and demonstrable strategic project(s). Any such variations to the standard Business framework will be negotiated case by case by the 大象传媒 and the independent producer in good faith and with regard to the Key Principles outlined in section 2 above.
6.2
Examples of current 大象传媒 strategic projects include the 大象传媒鈥檚 requirement for a broader set of public service rights in order to include a programme in the 大象传媒鈥檚 鈥榩ermanent collection鈥�; or to meet 大象传媒 Learning鈥檚 strategic objectives online; or if a programme is commissioned for 大象传媒 Alba; or where the 大象传媒 agrees to assume specific commercial risks on behalf of the independent producer.
(i) 大象传媒 Knowledge and Learning:
The 大象传媒 may commission certain projects which are intended to feature in the 大象传媒鈥檚 public service Knowledge and learning online 鈥榩roduct鈥� where a broader set of 大象传媒 Public Service Rights may need to be acquired, for example, in relation to the 大象传媒鈥檚 extract rights in such content.
(ii) Access to the programme archive:
The 大象传媒 is currently collaborating as part of a large and growing set of public archives made available by UK institutions, acting as an enabling force to link and support them in an increasingly connected public space. As part of this initiative, the 大象传媒 has been mandated by the 大象传媒 Trust to start building a 'permanent collection' of some of its past programmes for free streamed online access by anyone in the UK via the 大象传媒鈥檚 Public Services.
These would consist of content from the 大象传媒鈥檚 knowledge-building and culture archive, which collectively represents a national resource of unique cultural, historic and educational value. To give clarity to the market and to align with the 大象传媒鈥檚 Service Licence framework, the 大象传媒 intends to focus its audio-visual 鈥榩ermanent collection鈥� around the 大象传媒 Four service which places Knowledge and Culture at the heart of its offer to audiences.
The audience offer is anticipated to focus on the 大象传媒 Four 鈥淐ollection Releases鈥� which support major broadcast seasons and series. Selected new programming is included for permanent publication alongside complementary archive content (which could include content originally broadcast on other channels, radio, or digitised physical artefacts, as editorially relevant). A small number of selected 大象传媒 Four long-form programme strands may also be made available over time.
Outside these anticipated areas, there may also be other limited occasions where the 大象传媒 and the independent producer agree for the 大象传媒 to provide the 大象传媒 UK audience access to content on a similar on-going basis.
(iii) 大象传媒 provision of production and/or financial support and/or other commercial risk sharing initiatives:
There may be certain occasions when negotiating a new commission where, in return for a variation to the standard framework, the 大象传媒 and the independent producer agree that the 大象传媒 will share or assume specific commercial risks associated with an individual commission. For example, the 大象传媒 may be willing to agree to provide support for the independent producer, such as to:
- fund the commission at a level above the primary rights licence fee;
- underwrite the risk of securing third party investment into a production;
- otherwise accept responsibility for a commercial risk on the project in a manner not applicable to the standard contractual position;
- provide access to business affairs/production expertise as a resource to the production.
7. Contracting talent
7.1
Independent producers will contract talent on the basis of the relevant collective agreements applicable to the independent television production sector and in accordance with standard industry practice.
7.2
PACT have agreed to consult the 大象传媒 in connection with any discussion that it may have to vary the provisions of any such collective agreement in any manner which may impact on the rights granted to the 大象传媒 in programmes it commissions (or has commissioned) from independent producers. PACT agrees to give good faith consideration to the 大象传媒's views.
8. Additional Material
The provisions regarding Additional Material are set out in the Schedule below
9. SER Rights and Revenue
In accordance with the principle established in the 大象传媒鈥檚 General Terms for the Production of Television Programmes by Independent Producers introduced pursuant to the Terms of trade agreed between PACT and the 大象传媒 on 30 July 2004, the licence granted to the 大象传媒 to exercise the SER Rights will continue to be subject to appropriate payment being made for such use. The 大象传媒 and PACT regard this right of the producer to remuneration for such retransmissions of commissioned productions as entitling AGICOA, the collecting society that during the period since July 2004 has represented holders of retransmission rights in acquired and commissioned television programmes included in the 大象传媒 television channels, to receive a share of the licence fees for such retransmissions received from the cable distribution platforms and as entitling the producer to claim a part of the revenues received by AGICOA.
The grant of SER Rights to the 大象传媒 on a royalty free basis under clause 12.1 of the General Terms means that no separate payment (other than payment of the Licence Fee) will be made to the producer by the 大象传媒 in respect of the exercise of those rights by the 大象传媒. Separately, 大象传媒 Worldwide receives revenues in respect of such retransmissions of commissioned programmes, such revenues being in respect of the licensing of the rights of the 大象传媒 as the broadcaster in its channels of these programmes and of the other works included in them.
10. General
10.1
Where certain time periods are expressed in this Framework by reference to acceptance of 鈥榝ull delivery鈥�, it is acknowledged that full delivery shall be deemed accepted after expiry of thirty (30) days from receipt by the 大象传媒, unless notified otherwise (or accepted in writing) earlier.
10.2
In line with Clause 10 of the 大象传媒 Code of Practice, this Framework will be reviewed on a three-yearly basis, or sooner if mutually agreed.
10.3
The 大象传媒 and PACT are currently examining clearance costs for iPlayer use of programmes commissioned by 大象传媒 Four, and further iPlayer use of local commissions.
Agreed on 16 October 2013, with updates agreed on 5 May 2020 and 25 November 2021, by:
John McVay
Chief Executive
Pact
Bal Samra
Commercial Director
大象传媒
Schedule Regarding Additional Material
1. Definition
"Additional Material" is material is based on or related to the Programme and/or the Format (as defined in the General Terms) to include, by way of example only, material such as out-takes, behind the scenes footage, cast interviews, biographies, mini-episodes, highlight packages, preview packages, clips, applications and non-disc based games designed primarily to support and/or enhance the public service Programme offering etc (for the avoidance of doubt, this is not intended to include disc based/high production value commercial game propositions or other Merchandising Rights).
2. Key principles
It is acknowledged that Additional Material is an integral part of the Programme, Format and brand in which the 大象传媒 is investing. Accordingly, the provisions below relating to the use of such Additional Material are designed to reflect the key principles regarding the rights in the Programme including with regard to the 大象传媒's exclusivity in the UK.
All exploitation of Additional Material and Programme clips must comply with the 大象传媒 Guidelines, carry appropriate 大象传媒 branding and adhere to any relevant compliance requirements (programme compliance, legal and regulatory compliance etc) for so long as the 大象传媒 is commissioning the Programme and/or has a subsisting re-commissioning right in the Programme.
3. Production and exploitation of Additional Material
The independent producer is entitled to create Additional Material subject to the overarching principles set out below:
3.1
If the independent producer creates Additional Material, it may exploit the Additional Material in the manner set out in paragraph 4 below.
3.2
Whilst the 大象传媒 has a subsisting re-commissioning right in the Programme:
- the independent producer must secure the 大象传媒's prior written consent in relation to any use or exploitation of the Additional Material in the UK other than as set out in paragraph 4 below; and
- the 大象传媒 has the sole and exclusive option to commission, use and/or exploit Additional Material subject only to the independent producer's rights under paragraph 4 below.
3.3
If the 大象传媒 wishes to exercise such option:
- The relevant material would be commissioned and/or licensed for a separate licence fee to be agreed between the parties, and calculated by reference to the additional and reasonable costs of production. If the independent producer does not have the relevant technical expertise itself to produce the Additional Material and/or provide the necessary warranties, the parties shall identify in good faith a solution to enable the 大象传媒 to commission or license such Additional Material from the independent producer (which might include, for example, the independent producer sub-licencing or sub-contracting parts of the commission to third parties or to the 大象传媒).
- The terms to apply to the exercise of such option and the rights granted to the 大象传媒 will be negotiated on a case by case basis, but for the avoidance of doubt, shall not be for any period shorter than the licence period in the Programme, and shall as a minimum include the right to use the Additional Material on any of the 大象传媒's public services in the UK.
3.4
Accordingly, it is acknowledged that:
- the independent producer should discuss its proposals and ideas to produce Additional Material with the 大象传媒 at the earliest opportunity and before investing its own resource in Additional Material propositions;
- it is in both parties' interests for the 大象传媒 to communicate its intention to commission and/or license the Additional Material as early as possible in the Programme commissioning/production process and the 大象传媒 encourages independent producers to include any proposals for Additional Material as part of the proposal for the overall Programme commission;
- should the 大象传媒 decide not to exercise its option under paragraph 3.2(b) above, the 大象传媒 will grant written consent under paragraph 3.2(a) above, provided that in the 大象传媒's sole discretion, the 大象传媒's public service offering in connection with the Programme and/or Additional Material is not thereby compromised, confused or undermined with regards to the audience.
4. Use of Additional Material by the independent producer
Whether or not the 大象传媒 commissions or licences Additional Material as referred to in paragraph 3 above, the independent producer may, with prior notification to the 大象传媒, exploit Additional Material in the following manner:
4.1
as part of the exploitation of the DVD and Commercial Download Rights in the Programme in accordance with the General Terms; and
4.2
as part of any permitted Programme sale to the UK secondary television and video-on-demand market in accordance with the 大象传媒's Programme Release Policy; and
4.3
as part of any international Programme exploitation (i.e. outside the UK) in accordance with the General Terms.
5. Commercial Exploitation of Programme Clips
5.1
Programme Clips for Permanent Download-to-Own e.g. clips for sale to mobiles or other handheld devices:
The independent producer may sell Programme clips to end users (either itself or through its authorised licensees), provided that the end user is not able to access such clips from any service operated by any other public service broadcaster and/or its affiliated/subsidiary services or companies, by way of permanent download-to-own in the same way as it may exercise the Commercial Download Rights in the whole Programme (or episode thereof) as set out in the General Terms (including, for the avoidance of doubt, the provisions relating to the accounting for the 大象传媒's share of Net Revenue), subject to the following restrictions on volume:
- The Programme clip(s) shall be no longer than 5 minutes in total per 30 mins of Programme or episode running time (i.e. for example, in relation to a 30 minute episode you could have 2 clips of 2 minutes in length and 1 of one minute; or 1 clip of 4 minutes); and
- Subject to the 5 minute limit above, any individual comedy clip cannot exceed 2 minutes in length; and
- In each instance the 大象传媒's specific consent is required in relation to Children's programmes, NHU programmes, and serious factual programmes where the 大象传媒's Licence Fee is more than 拢200,000 per hour.
("Clip Restrictions").
Where the independent producer is selling Programme clips as set out above, it is entitled to make available via a free stream to the end user a preview of the Programme Clip of no more than 20 seconds.
5.2
Programme clips commercialised in any other manner (i.e. excluding permanent download-to-own) e.g. making Programme clips available for streaming at no cost to the end user via a website carrying advertising:
The independent producer may make Programme clips commercially available for these purposes subject only to (a) the Clip Restrictions outlined in paragraph 5.1 above, and
b) after the period of 6 months from the 大象传媒's first transmission of the last episode of the Programme; and
c) payment of 25% of the Net Revenue deriving from such exploitation to the 大象传媒
Unless such restrictions are otherwise relaxed by the 大象传媒 as part of granting a consent as referred to in paragraph 3.2 of the Business framework.
5.3
For the avoidance of doubt, the use or exploitation by the independent producer of clips comprising Additional Material is set out in paragraph 3.2 above.
TV standard programme production agreement
The 大象传媒鈥檚 standard form of agreement for commissioning independent production companies (sometimes referred to as the PPA) covers:
- Special terms
- General terms
- The Commissioning specification
- Delivery items
- Facilities house letter
- Excerpt from charter
- Trade mark schedule
Download the latest Special terms and General terms:
See the A - Z to download previous versions of the General terms and Special terms and all other items referred to above.
TV commissioning specification
The Commissioning specification includes:
- Editorial specification
- Creative brief
- Production brief
- Key approval
- Production account
- Delivery and technical requirements
- Training requirements
Download a sample Commissioning specification (Word).
The Commissioning specification needs to be completed in consultation with the 大象传媒 commissioning executive and the business affairs manager as early as possible during discussions (even at the development stage) in order to inform discussions between the independent production company and the 大象传媒 as to the licence fee. It is important to set out in the document the production detail, any assumptions as well as the editorial vision for the programme as accurately as possible as the specification will be included in the Programme production agreement and form part of the independent production company鈥檚 legal obligations to the 大象传媒.
All boxes and sections of the document should be completed, however, it may be that some points cannot be agreed at the point of signature in which case "to be agreed" should be inserted and these details must be finalised with the 大象传媒 as soon as possible within the agreed licence fee. Other points may not be relevant to the particular production as the Commissioning specification is designed to accommodate a wide variety of genres and types of productions. "Not applicable" should be added to such sections.
Please consider any proposals for the production or production material to be used on the 大象传媒's Public Service "new media" platforms to enhance the core editorial proposition for the programme. Any relevant details should be included in a separate document, called Schedule 9, which will also form part of the final contract.
Please note that once agreed and signed by the production and the 大象传媒 the Commissioning specification cannot be varied in any way without the independent producer or the 大象传媒's written consent.
Key agreements will be indicated in the Key approvals section (section 4) and prior approval of the terms of these agreements by the 大象传媒 will be required.
The production must deliver the programme in accordance with the Commissioning specification on or before the agreed delivery date set out in the Commissioning specification. Failure to deliver the programme by this date will mean that the company is in breach of the Programme production agreement.
If there is any doubt over the ability to deliver a programme on time the 大象传媒 should be alerted at the earliest opportunity. Any changes to the delivery date must be pre-agreed with the 大象传媒 in writing.
Please see the delivery timeline for a full list of the assets to be delivered as part of a standard 大象传媒 programme commission.
TV development agreement
Proposals may be provided with funded development, in which case the timetable to commission will be subject to negotiation between the external supplier and the 大象传媒 and determined by the development contract. In all other instances the final decision will be no later than 20 weeks from receipt of the proposal. A successful proposal will be given approval by the relevant head of commissioning.
Download a .
TV schedule of residuals
The Schedule of residuals lists all the writers, contributors, copyright material and music to be referenced for any repeat fees.
Suppliers must complete and submit this information to the 大象传媒 within four weeks of final episode delivery.
Download the Schedule of residuals (Excel)
- Independent production companies should email the form to the relevant 大象传媒 programme delivery contact, password protected with the password emailed separately.
- 大象传媒 Studios productions are not required to complete a schedule of residuals form. Instead residuals should be captured via the online system when contracts are raised.
- For 大象传媒 England, please email the form to the 大象传媒 programme delivery contact and additionally to the 大象传媒 business affairs contact and Erp4a@bbc.co.uk.
- 大象传媒 Studios productions capture residuals via the .
See the Archives, rights and clearances page for more information about clearances.
TV programme prices and tariff ranges
The price the 大象传媒 pays for a programme is determined by a number of factors including:
- The expected budget of the programme
- The value of the programme to the schedule
- The level of up-front third party investment, if any, that the programme could reasonably expect to attract in the marketplace
- The price will include a production fee paid to the independent producer in line with the Terms of trade
- The price will be inclusive of any development funding paid by the 大象传媒 on a programme
Download information about .
Contributors, key agreements and other third party agreements
PACT model contracts are available on the for producers, directors, presenters, locations, stills, consultants etc and may generally be used without 大象传媒 prior approval unless they are a Key agreement (which is applicable if the agreement column for a Key approval is ticked on the Commissioning specification) or are being varied in a way which does not comply with the Programme production agreement. Any variation to the provisions set out in the General or Special terms can only be made with 大象传媒 consent.
For any Key agreements, 大象传媒 consent to the proposed agreement terms and/or fee must be secured before signing. In giving its approval, the 大象传媒 will only be commenting on issues affecting the 大象传媒 (for example additional payments such as repeats and entitlements to net, compliance with 大象传媒 policies and any reserved rights that may undermine the General terms) and not on any other aspects that may affect the independent production company but not the 大象传媒.
Please note that approval of a draft agreement by business affairs does not imply approval of any proposed credit (such approval is an editorial matter). Please let the 大象传媒 have an early draft of these agreements so that any comments can be incorporated at the early stage of negotiations.
It remains the responsibility of the independent production company to obtain independent legal advice with regard to all other aspects of the proposed third party agreements and their suitability with regard to the overall terms of the Programme production agreement and the independent production company's requirements generally.
See the .
Contact with 大象传媒 television legal and rights teams
Relying on advice from the 大象传媒
Please note that it is your company's responsibility to ensure that the programme complies with all the legal requirements as set out in the General terms. Nevertheless, the nature of your programme may mean that during production you come into contact with one (or more) of the 大象传媒's internal legal or rights departments through your commissioning executive or business affairs manager. Please note that any guidance or opinion given by such internal departments is for the 大象传媒's own purposes and should not be taken to constitute legal advice to your company. Any reliance that you may choose to place on any such opinion or guidance shall not, unless specifically agreed in writing by the 大象传媒, be deemed to waive your obligations or warranties under the terms of your Programme production agreement.
Maintaining legal privilege
Please also note that when legal advice is provided in connection with a programme it is normally confidential and protected from having to be disclosed to third parties by what is known as 'legal advice privilege'. This 'privilege' is an important safeguard which may be unintentionally lost or waived in certain circumstances, including when the advice is communicated to someone who is not the lawyer's 鈥檆lient鈥�, unless certain measures are put in place.
In this case, the 鈥檆lient鈥� of the relevant legal department is the 大象传媒 and, in most cases, advice will be provided direct to the 大象传媒's commissioning executive or business affairs representative for the programme in question. However, it is recognised that, because of the nature of your commission from the 大象传媒, you may share a common interest in the subject matter of such advice and it may be appropriate in certain circumstances for that advice to be shared with you or occasionally provided to you direct, even though you are not the client.
It is important therefore for the 大象传媒 to ensure that there is no waiver of legal advice privilege as a result of this. Accordingly, please note that any such advice which is shared with you or provided directly to you is done without waiving your obligations or warranties as mentioned above (unless agreed otherwise in writing) and is done strictly subject to the following terms:
- That any such advice is privileged legal advice and the benefit of that privilege belongs to the 大象传媒 as the disclosing party.
- That the provision of such advice does not amount to any waiver of privilege on the part of the 大象传媒.
- That any such advice is provided in strict confidence and will be held by you in strict confidence and may not be disclosed by you to any third parties without the express written consent of the 大象传媒 (save as required by law or regulation).
Visit the contacts page for a complete list of business and delivery teams including rights, legal and business affairs teams.
Digital rights models
These guidelines set out the rights models the 大象传媒 uses when it commissions stand-alone non-linear audience facing digital experiences, from digital content to apps games and software.
The 大象传媒 needs to make its content continue to appeal and be available where and when audiences want it. The guidelines reflect the rights the 大象传媒 needs to deliver its digital services in a competitive and fragmented market. At the same time these guidelines set out principles for when suppliers can expect to retain and exploit their intellectual property rights in the digital experiences that the 大象传媒 commissions from them.
The 大象传媒鈥檚 digital needs are constantly evolving to meet audience expectations 鈥� from digital content to technology deliverables.
The digital services sector is a swift-moving dynamic global market with multiple diverse players. The 大象传媒 will review and update these guidelines as its needs and the market evolves.
This is commissioning that does not fall within the business framework for Television.
Applying the rights models
大象传媒 commissioners will usually identify the 大象传媒鈥檚 rights position at the time of asking suppliers to respond to a request for a proposal.
The majority of commissions are expected to fit in to one of the four models set out below. However, given the variety of commissions, variable project objectives and market influences there will need to be some flexibility how the models operate.
The 大象传媒 rights approach is shaped by:
What鈥檚 being commissioned, for example:
- behind the scenes or social media content;
- apps, games or software
- immersive or innovative experiences;
- for bbc.co.uk (Homepage, Sport, Children鈥檚, Weather, etc.);
- for 3rd party social platforms;
The 大象传媒鈥檚 objectives, for example, to:
- promote the flow of new and innovative ideas for an internet-first 大象传媒;
- respond to regulatory, policy, editorial and strategic imperatives;
- enable the 大象传媒 to lead developments (both financially or creatively);
- promote technical innovation and to share R&D knowledge and technologies;
- protect 大象传媒, supplier and 3rd party existing intellectual property;
- meet specific project requirements, e.g. open source, integrate across services, etc.;
- collaborate with partners;
The 大象传媒 is influenced by industry norms and market drivers to get value for money and meet the 大象传媒鈥檚 technology and digital strategic objectives for the 大象传媒鈥檚 next generation of services. For example, the 大象传媒 needs the ability to use technology across platforms and to be able to reversion what the 大象传媒 commissions or parts of it for other projects/digital products and services.
What鈥檚 not covered?
Not everything is intended to be covered by these guidelines. The key exclusions are:
Other digital or technology services: The rights models are not intended to cover digital or technology procurements for tools and systems that enable the 大象传媒 to run its services and business, for example, for:
- tech infrastructure,
- tools or services to create or offer audience-facing digital experiences,
- tech to keep the 大象传媒 on air and online,
- content production workflows,
- enterprise IT services,
- audience analytics/personalisation and
- professional services such as technical consultancy.
Data: Any data handling.
TV and radio: The models don鈥檛 apply to digital elements of television or radio programme commissions.
Content acquisition: Where the 大象传媒 buys rights to exhibit content (which could include via online) that is already made such as films, foreign language drama, etc.
Temporary resource: When the 大象传媒 hires people to work on a digital experience.
Contributors: When the 大象传媒 engages writers, bloggers, vloggers or other contributors to create contributions for online use or for use of a contributor鈥檚 existing material.
Four rights models for commissioning stand-alone audience facing digital experiences
|
|
Description |
Rights model |
|
1.
|
Supplier proposes an idea and the 大象传媒 commissions the Supplier to produce it. |
The Supplier owns the rights in any new stand-alone experience. The 大象传媒 gets an exclusive licence, for a defined period of time. See separate table for principles for A/V content commissions. |
|
2.
|
The 大象传媒 generates an idea or a Supplier proposes an experience relating to a 大象传媒 programme, brand, format or 大象传媒 acquired 3rd party rights, and the 大象传媒 commissions the Supplier to produce it. |
大象传媒鈥檚 rights depend on the nature of the digital services and the Supplier鈥檚 pre-existing assets and 3rd party assets. Typically:
|
|
3.
|
The 大象传媒 collaborates with an outside organisation. |
The rights approach and share of success will depend on the objectives of the collaboration, each party鈥檚 contributions, the funding model, etc. |
|
4. |
大象传媒 purchases an off the shelf (fully developed) digital experience. 大象传媒 has little or no input into its development. |
The supplier owns the rights. The 大象传媒 licenses the digital experience. |
Audio-visual content commissions under rights model 1
|
Topic |
Additional principles |
|
Licence |
大象传媒 takes a 5 year exclusive licence in the UK and non-exclusive rest of world (to enable the 大象传媒 to publish without geo-locking but not with the intention of targeting non-UK audiences). The 大象传媒 will not republish after the licence period, but will not be required to geo-lock or actively take it down (unless such action is connected to an agreement about commercial exploitation, see below). It may be possible for the 大象传媒 to agree a reduced licence period. This will be identified at the commissioning stage. |
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大象传媒 world premiere |
大象传媒 to have world premiere.
|
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UK commercial exploitation |
Any commercial exploitation in the UK market during the 大象传媒's exclusive licence will be discussed and explored at the commissioning stage. If a new commercial opportunity arises either at the point of commission or after commission 大象传媒 will consider it taking into account its impact on the 大象传媒鈥檚 interest in maximising public value for the licence fee payer. |
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Share in commercial success |
Share of revenue from commercial exploitation is decided on a case by case basis. The 大象传媒 expects to receive 50% of net revenue, which can be reduced, for example, if the Supplier has already funded a pilot or similar development work; or made other significant contribution into funding the digital experience; or is bearing a degree of the risk; or in relation to specific types of exploitation (e.g. pre-existing format sales; etc.). |
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Cash flow |
Staged payments will be agreed taking in to account standard industry practice for that type of digital experience. This might include payments on signature, on achieving milestones (including full and paper delivery). Variables affecting the stages might include fee level, production schedule, multiple delivery stages and availability of insurance cover. |
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Recommissioning right |
Within 9 months of first use or 12 months of acceptance of delivery (whichever is earlier). 大象传媒 has sole right to commission further AV/audio content based on the supplier鈥檚 idea on same terms, subject to agreeing fee (in good faith) |
|
鈥淭ransfer鈥� to TV |
大象传媒 wishes to broadcast the content on TV. 大象传媒 shall purchase the relevant package of uses as per the 大象传媒鈥檚 鈥楤usiness Framework for The Commissioning of Independent Productions鈥�, subject to good faith negotiations of the licence fee (and the payment of any reversion costs and further contributor use payments). 大象传媒 wishes to commission an entirely new TV programme based on the supplier鈥檚 same idea. 大象传媒 shall commission the TV programme under the 大象传媒鈥檚 鈥楤usiness Framework for The Commissioning of Independent Productions鈥�. |