Legal and Business Considerations v1.22

1. Supplying New Media products to the BBC

As a potential or existing external supplier to bbc.co.uk, you should be aware of certain BBC-specific contract requirements and issues related to the Data Protection Act ('DPA') and intellectual property rights ('IPR'). This document summarises these considerations and contains links to additional sources of information.

 The information given below is for guidance and information purposes only. You should always refer to your contract for specific details of your relationship with the BBC.

The BBC seeks to choose its suppliers on the basis of overall value for money for the BBC. Information about the new media commissioning process can be found at bbc.co.uk/Commissioning/New Media.

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2. Non-disclosure agreements

You will normally need to sign a non-disclosure agreement ('NDA') on the BBC's standard terms before any confidential information will be available to you.

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3. Contract terms

All work carried out for the BBC will be under mutually agreed and signed terms. The work will need to comply with applicable laws and regulations and must conform to the BBC's Producers Guidelines and Fair Trading Guidelines. Some important contract terms are described in this section. Before proceeding, you should be aware of the following:

• The BBC usually uses its own standard terms and conditions.
• You should not start work before the contract has been signed. No payments can be released until a fully executed (signed by all parties) contract is in place. Understandings agreed 'In good faith', i.e. without a written contract, are not sufficient.
• Any variations to the signed contract, such as changes to agreed milestone dates or prices must be agreed in writing. To make any changes to a signed contract, you will need to follow a change control procedure.

3.1 Prices

As a general rule, the BBC requires a fixed fee and no additional expenses can be claimed.

Your proposal must include a breakdown of the total price into categories such as 'project management', 'development', 'design' etc.

Once the contract fee has been agreed with you, it is fixed. If the project costs more than expected, you should be aware that as a supplier, you are wholly responsible for any additional costs. Changes can only be made to a contract if they are agreed in writing, and will need to follow the change control procedure described in your contract.

3.2 Delivery

Milestones (key stages) will be agreed as a part of your contract with the BBC. A contract may have a single milestone or staged milestones. Staged milestones are typically agreed for high value or longer time-scale projects and payments are likely to be linked to satisfactory achievement of milestones. If a contract has split payments, part of the contract writing process will be to agree a schedule of staged milestones with you.

3.3 Acceptance of work

The work you complete for the BBC must meet the standards agreed in the contract. Contracts for web-based services will normally specify that you will be paid only when the BBC has accepted your work.

The BBC will usually carry out its own acceptance testing of your work ('deliverables'). If a deliverable is unsatisfactory, the BBC will reject it and provide you with an explanation for the decision. In the majority of cases, you will be given an opportunity to fix errors, and re-submit the deliverable for the BBC to re-test (subject to relevant timescales). Note that the BBC reserves the right to reject unsatisfactory work and terminate the contract.

For more information on the BBC's technical, design and editorial standards see Future Media Standards & Guidelines.

3.4 Method of obtaining sign-off

The relevant BBC project manager will usually be responsible for signing-off the deliverables. If the project has staged milestones, you must obtain sign-off for each milestone. Once you have sign-off your invoice for of all or part of the product or service (depending on your contract), will be accepted by the BBC.

3.5 Timing of payments

Standard BBC practice is to pay contractors at the end of the month following the month in which you submit your invoice. For example, if you submit an invoice dated 10th February 2005, you will be paid on 31st March 2005.

Your invoices must include your purchase order number. Each purchase order number is unique to each contract. You will receive a purchase order when a contract for your work is in place and signed.

 You should also be aware that if you have not worked with the BBC before, there will be some administration tasks for you to complete so that your organisation's details are entered on the BBC's accounting system. Delays in completing these tasks could result in late payments.

3.6 Warranty period

A portion of the contract fee will normally be kept back to cover a warranty period. During this period (usually 90-days), any bugs and/or errors in your work must be fixed at no extra cost to the BBC. At the end of this period, the final payment will be paid to you.

3.7 Intellectual property rights (IPR)

3.7.1 Ownership of the deliverables

Ownership of the intellectual property rights in a deliverable will vary depending on each contract. However, as a general rule, the BBC will expect to own the intellectual property rights in a newly developed deliverable if it is entirely BBC-funded.

If you use pre-existing code in your deliverables, the BBC will not usually expect to take ownership of your pre-existing code. This is provided that you grant the BBC a non-exclusive royalty-free perpetual licence to use your pre-existing code so that the BBC (or the BBC's subcontractor) can use of modify the deliverable.

You will usually need to supply the source code to the BBC as part of the deliverables.

3.7.2 IPR Indemnity

• You will also need to give a warranty that you are the lawful owner or licencee of any software programs or other methods used by you to do the work.
• The BBC expects suppliers to indemnify the BBC against any losses that the BBC incurs arising from a claim by a third party that the BBC's use of the supplier's deliverables infringes the intellectual property rights of the third party.

3.8 Insurance

You must have adequate insurance to cover your liability if you are negligent or are in breach of contract in relation to your work.

You should have sufficient insurance protection to cover the risks associated with the work you are undertaking for the BBC. The standard requirement is £3 million, but this may vary on a case-by-case basis.

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4. Data Protection Act (DPA) 1998

You can only store users' personal data if you have agreement from the BBC that this is an essential part of the service you are supplying.

If the service you are supplying to the BBC does involve the processing of users' personal data, your contract will include a clause which states that you must comply with the DPA.

The DPA defines an individual's right to have their personal data used responsibly and sets rules (known as the eight principles) and conditions for good information handling which must be followed by anyone processing personal data.

For more information on personal data and details of the standards and guidelines that apply to those who process it on behalf of the BBC, see Information Security and Privacy Standard.

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5. Triggers for updates of this document

• Change in a relevant, applicable law.
• Change in BBC policy (e.g. commissioning policy, Fair Trading Guidelines or Editorial Policy.

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6. Document history

Date	Version	Change	Author
24/03/2005	v1.22	Completion of reworking of document including rewrite of IPR and DPA sections.	Sally Underwood
17/03/2005	v1.21	Reworking of document with Kate Reid	Sally Underwood
21/02/2005	v1.20	Rewrite to focus on critical contractual info. & and point to existing pages on bbc.co.uk for policy that are not NM-specific.	Sally Underwood
10/02/2005	v1.19	Rewrite text in style more suitable for non-legal audience	Sally Underwood
11/08/2004	v1.17	Removed Jill Trebilcock and replaced with link to contacts; included link to Online Editorial Guidelines in section 1.5.3	Jonathan Hassell
04/03/2003	v1.16	Added bookmarks to all headings for easier reference from browser	Jonathan Hassell
18/09/2002	v1.15	Replaced link to dpa on gateway to link to DPA site on hmso.gov.uk	Jonathan Hassell
30/08/2002	v1.14	Updated body text flaw in template, corrected 1.5.2 (payment received => payment dated)	Jonathan Hassell
20/08/2002	v1.13	Major rewrite pre-publication by Kate Leece	Kate Leece
19/08/2002	v1.12	Added audience into footer	Jonathan Hassell
19/08/2002	v1.11	Updated contact links, moved all by-lines into comments	Jonathan Hassell
17/08/2002	v1.10	Check all contacts are abstracted into contacts file	Jonathan Hassell
16/08/2002	v1.09	Sorted internal doc links	Jonathan Hassell
16/08/2002	v1.08	Renamed as Chapter One	Jonathan Hassell
14/08/2002	v1.07	Done global search for MUST, SHOULD etc.	Jonathan Hassell
08/08/2002	v1.06	Integrated Kate Leece's comments: added "rider A" (from old App1) to legal considerations in requirements/acceptance section; removed bullets from DPA section	Jonathan Hassell
07/08/2002	v1.05	Added copyright information to footer	Jonathan Hassell
31/07/2002		(no change in version) Subedited (no amendments needed)	Jonathan Hassell
31/07/2002	v1.04	changed to manual numbering (better for HTML, and more control).	Jonathan Hassell
31/07/2002	v1.03	after NMO=>BBC-Broadcast Interactive Operations global replace	Jonathan Hassell
29/07/2002	v1.02	Created template and attached it to doc	Jonathan Hassell
29/07/2002	v1.01	Took original doc. Added standard header and footer to all pages. Added status page to front of document. Added TOC to post-h1.	Jonathan Hassell

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