BAUER MEDIA GROUP:

Planet offers general terms and conditions

1.            Duration

The agreement shall be effective from the start date and shall expire on the end date, both as set out in the Commercial Terms (the “Term”).

2.            Promotion and Sale of the Vouchers

2.1         Bauer agrees to promote the Partner’s business by providing airtime on its radio stations and by offering the Vouchers for sale to customers on the Website in accordance with the terms of the agreement during the Term.

2.2         The Partner acknowledges that Bauer is the owner of the radio stations and the Website and determines the content that appears and the products it promotes and offers for sale on them. Unless stated otherwise in the Commercial Terms, the Partner agrees that Bauer shall determine (acting reasonably and in good faith):

2.2.1      the placement and timing of any radio advertisements; and

2.2.2      the positioning of the Vouchers on the Website and how the Vouchers are promoted.

Bauer agrees to work with the Partner in good faith and discuss the placement and timing of any radio advertisements and the promotion and sale of the Vouchers.

2.3         Following delivery of the Vouchers by the Partner, Bauer will apply a unique identification code to each of the Vouchers (each a "Unique ID"). Bauer shall provide the Unique ID to each customer that purchases a Voucher. The relevant customer will be able to redeem the Voucher with the Partner using the Unique ID during the stated Voucher validity period.

2.4         Bauer agrees to use reasonable endeavours to sell the Vouchers to customers on the Website. Notwithstanding the foregoing, the Partner acknowledges that Bauer is unable to make any commitments to the Partner in respect of the volume of Voucher sales. Unless expressly agreed otherwise with the Partner in writing, Bauer agrees to not sell more than the number of Vouchers allocated pursuant to this agreement.

3.            The Partner’s Obligations

3.1         The Partner shall:

3.1.1      provide the Vouchers and any products and services the Vouchers relate to and perform its obligations under the agreement with reasonable care and skill and in accordance with best industry practice;

3.1.2      maintain all approvals, consents, licences and permits required to provide the Vouchers and any products and services the Vouchers relate to and to perform its obligations under the agreement;

3.1.3      provide the Vouchers and any products and services the Vouchers relate to and perform its obligations under the agreement in accordance with all applicable laws and regulations including, without limitation, consumer and data protection;

3.1.4      prior to making the Vouchers available to Bauer, notify Bauer in writing of all Voucher terms and conditions including, without limitation, the Voucher validity periods and any restrictions on use;

3.1.5      redeem all Vouchers purchased by customers on the Website on the same terms and conditions notified to Bauer in accordance with clause 3.1.4;

3.1.6      work with Bauer in good faith on the promotion of the Vouchers including, where applicable, by providing detailed descriptions of the Vouchers and any products and services the Vouchers relate to and any branding, images and/or logos; and

               3.1.7      maintain insurance with reputable insurers as required by applicable law and as would otherwise be expected of a business operating in the same industry as the Partner.

3.2         The Partner is responsible for all matters relating to the redemption of the Vouchers and any products and services the Vouchers relate to and shall provide customer support in respect of the same in accordance with its standard customer service policies. The Partner shall immediately notify Bauer of any customer complaints in writing and shall respond to such complaints within five days of initial contact. Following a request from Bauer, the Partner shall provide copies of responses to customer complaints in advance for approval (such approval not to be unreasonably withheld or delayed).

3.3         The Partner shall immediately notify Bauer in writing of any matters that may affect the Partner’s ability to perform its obligations under the agreement including, without limitation, any matters that may prevent customers from redeeming the Vouchers.

  4.          Payment

               Customers may purchase the Vouchers on the Website. All payments for the Vouchers will be made to and retained by Bauer. The Partner shall not be entitled to any commission or any other revenues deriving from the sale of the Vouchers on the Website unless expressly stated otherwise in the Commercial Terms.

5.            Intellectual Property Rights

5.1         Subject to clause 5.2, the Partner acknowledges that all intellectual property rights in the radio broadcasts and the Website and the branding, images and logos are owned by Bauer or its third party licensors.

5.2         To the extent required to exercise its rights under this agreement, the Partner grants Bauer a non-exclusive, royalty-free licence to use the Partner’s branding, images and/or logos or any other materials during the Term. Bauer acknowledges that all intellectual property rights in such branding, images and/or logos or any other materials shall belong to the Partner.

6.            Indemnities

6.1         The Partner agrees to indemnify and hold harmless Bauer from and against any and all costs, damages, expenses (including reasonable legal expenses), liabilities and losses arising out of or in connection with any claim from a third party:

6.1.1      relating to the redemption of the Vouchers and/or any products and services the Vouchers relate to;

6.1.2      that any branding, images or logos or any other materials provided by the Partner to Bauer infringe the intellectual property rights or other rights of any third party; and

6.1.3      arising from any breach of applicable law or regulation relating to the Vouchers or the goods or services the Vouchers relate to.

7.            Liability

7.1         Neither party excludes or limits its liability for death or personal injury or for fraud.

7.2         Save for the Partner’s indemnification obligations set out at clause 6, neither party shall be liable for any indirect or consequential loss, whether arising from breach of contract, negligence or otherwise and each party’s liability shall be capped at £100,000.

8.            Termination

8.1         A party may terminate the agreement immediately on written notice if the other party:

8.1.1      commits a material breach of the agreement which is not capable of remedy;

8.1.2      commits a material breach of the agreement which is capable of remedy and such breach is not remedied within 30 days of a written request to remedy it; or

8.1.3      the other party suffers an event of insolvency.

8.2         In the event that either party is negotiating a change of ownership, it shall, subject to any confidentiality obligations it may have, notify the other party promptly in writing. Following the receipt of any such notice, the unaffected party may terminate the agreement on at least 30 days written notice to the other party provided it exercises this termination right within 30 days of receipt of any such notice.

8.3         If, two months before the end of any Voucher validity period, 25% or more of the Voucher allocation has not been sold by Bauer, Bauer may (acting reasonably and in good faith and working in collaboration with the Partner) reduce the Voucher price by up to a further 50% for the remainder of the Voucher validity period.

8.4         Save for any rights and obligations that are intended to continue following expiry or termination, all rights and obligations of the parties shall cease to have effect immediately upon termination or expiry of the agreement. Termination or expiry shall not affect the accrued rights and obligations of the parties.

8.5         Upon expiry or termination of the agreement for any reason:

8.5.1      each party shall return (where reasonably practicable) all materials and confidential information of the other party; and

8.5.2      any sums owing to a party will be become immediately payable.

8.6         Notwithstanding the termination or expiry of the agreement for any reason, the Partner agrees to redeem all Vouchers sold to customers on the Website before such termination or expiry and any rights to radio airtime shall immediately cease unless agreed otherwise by Bauer in writing.

9.            Confidentiality

9.1         Each party agrees to keep all confidential information of the other party confidential and shall deploy at least the same measures that it deploys to protect its own confidential information to protect the other party’s confidential information.

9.2         Each party shall only use the confidential information of the other party for the purposes of carrying out its obligations under the agreement and shall only disclose such confidential information to employees on a "need-to-know" basis.

9.3         This clause 9 shall not apply to confidential information that:

9.3.1      enters the public domain other than as a result of a breach of this clause 9;

9.3.2      is received from a third party that is under no confidentiality obligation in respect of that information;

9.3.3      is independently developed; or

9.3.4      is required to be disclosed by applicable law or regulation or any competent authority.

10.         General

10.1       All communications under the agreement must be in writing and sent by first class post or email to the addresses set out in the agreement or to such other addresses a party notifies to the other party in writing.

10.2       If any term of the agreement is or becomes illegal, invalid or unenforceable, that provision shall not affect the legality, validity or enforceability of the agreement.

10.3       The agreement is the entire agreement between the parties. In the event of any inconsistency between the Commercial Terms and the general terms and conditions, the Commercial Terms shall prevail. The agreement may only be amended in writing by a formal amendment agreement signed by both parties.

10.4       Neither party may assign, sub-license, transfer or otherwise dispose of any of its rights or obligations under the agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).

10.5       A person who is not a party to the agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

10.6       Neither party shall be in breach of the agreement if such breach is due to an event of force majeure which includes, without limitation, acts of terrorism, fire, flood, drought, explosion, embargo, riots, industrial action and pandemics. If an event of force majeure persists for a continuous period of 30 days or more, the party unaffected by the force majeure may terminate the agreement immediately on written notice.

10.7       The rights of each party under the agreement are cumulative and may only be waived in writing. A delay in exercising any such rights is not a waiver of those rights.

10.8       The agreement shall be governed by English law and the English courts have exclusive jurisdiction over it.

10.9       The agreement may be executed in counterparts.

Revised April 2026