Commercial Partner Agreement

1. Parties and interpretation

This Agreement is between:

(1) ShowDayGuide Ltd, a private limited company incorporated in England and Wales (company number 17222819), whose registered office is at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, trading as ShowDayGuide™ (referred to in this Agreement as "we", "us", "our", or "ShowDayGuide"); and

(2) You, the partner (vendor, sponsor, advertiser, or Principal Partner) purchasing a Placement on a Show through the Service (referred to in this Agreement as "you", "your", or "the Partner").

References to the singular include the plural and vice versa. Headings are for convenience only and do not affect interpretation. References to a clause or Schedule are to a clause or Schedule of this Agreement unless otherwise stated.

2. Definitions

In this Agreement, the following terms have the following meanings:

• "Agreement" means this Commercial Partner Agreement, including all Schedules, as in force at the time you purchase a Placement.
• "Organiser" means the individual or organisation that is responsible for running the Show on which your Placement appears, and who has entered into an Organiser Agreement with us.
• "Organiser Agreement" means the agreement between ShowDayGuide and the Organiser governing the Organiser's use of the Service to publish their Show, available at /terms/organiser-agreement.
• "Placement" means the paid commercial placement you purchase on a Show, of the type specified at purchase (Vendor Listing, Sponsor Placement, Advertiser Placement, or Principal Partner Placement) and at the tier specified at purchase.
• "Placement Fee" means the amount you pay for a Placement, as displayed at point of sale.
• "Service" means the ShowDayGuide™ platform, website, and related services as defined in our Terms of Service.
• "Show" means a specific event listed on the Service by an Organiser, on which your Placement appears.
• "Show Day" means the date or dates on which the Show takes place, as published by the Organiser.
• "Terms of Service" means our general terms of service available at /terms, which apply to all users of the Service.

3. Commercial agent relationship

ShowDayGuide acts as commercial agent for the Organiser when collecting Placement Fees under this Agreement.

This means:

• The underlying commercial relationship that gives rise to your Placement (your decision to sponsor, exhibit at, or advertise on the Show) is between you and the Organiser. ShowDayGuide does not negotiate, manage, or arbitrate the underlying commercial relationship between you and the Organiser.
• When you pay a Placement Fee, you are paying the Organiser, with ShowDayGuide acting as their agent for the purpose of collecting and remitting the fee. ShowDayGuide retains a fee for its own account as agent (the "ShowDayGuide Share") and remits the balance to the Organiser (the "Organiser Share").
• The ShowDayGuide Share and Organiser Share for each placement type are set out in the relevant Schedule.
• ShowDayGuide's role is to provide the platform on which the Placement appears, to collect and remit the Placement Fee, to provide analytics on the Placement, and to enforce the terms of this Agreement. ShowDayGuide does not guarantee any outcome of your Placement (such as footfall to your stall, click-throughs to your website, or commercial return on your sponsorship).

For VAT purposes, ShowDayGuide treats Placement Fees as supplies from the Organiser to you, with ShowDayGuide's commission (the ShowDayGuide Share) being a separate supply from ShowDayGuide to the Organiser. The Organiser is responsible for their own VAT position in respect of the Organiser Share. Where you require VAT invoicing for a Placement Fee, you should request this from the Organiser directly; ShowDayGuide will provide reasonable assistance but is not the supplier for VAT purposes in respect of the Organiser Share.

4. Version of this Agreement; version pinning

The version of this Agreement in force at the time you purchase a Placement is the version that governs that Placement throughout its lifetime. We will not retroactively change the commercial terms of a Placement you have already purchased.

We may publish updated versions of this Agreement from time to time. New versions apply only to Placements purchased after the new version's effective date. The version pinned to your Placement is recorded at the time of purchase and is available on request.

Where this Agreement is amended for reasons of legal compliance (for example, a change to applicable law), we may apply the amendment to existing Placements where strictly required, with as much notice as is reasonably practicable.

5. Acceptance and formation of contract

This Agreement is formed when you complete the purchase of a Placement and is binding from that point. You confirm acceptance of this Agreement at point of purchase by ticking the relevant checkbox.

You confirm that you have authority to enter into this Agreement on behalf of any business or organisation you represent, and that you are at least 18 years old. Placements may not be purchased by individuals under 18.

6. Payment terms and currency

All Placement Fees are quoted in pounds sterling (GBP) and are payable in full at point of purchase via the payment methods made available at checkout. Fees are exclusive of VAT unless stated otherwise.

Where payment fails, is reversed, or is subject to a chargeback, we may suspend or terminate the Placement and recover from you any costs reasonably incurred (including payment processing fees and any costs of recovery).

If you initiate a payment chargeback or dispute through your card issuer without first contacting us to resolve the issue, we may suspend your Placement and the affected Show pending resolution, and recover the disputed amount, processing fees, and reasonable administrative costs.

7. Refunds and cancellations

7.1 General position. The Service is a digital service. Placement Fees are non-refundable except as set out in this clause 7, clause 9 (Organiser cancellation of Show), or clause 10 (Postponement).

7.2 You are a business customer. You confirm that you are purchasing the Placement in the course of a business and not as a consumer. As a business customer, you have no statutory cooling-off right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 or any equivalent consumer protection legislation.

7.3 Goodwill cooling-off period. Notwithstanding clause 7.2, we offer a goodwill cooling-off period of seven (7) days from purchase, during which you may request a refund of the full Placement Fee, subject to the following:

• No refund after publication. If, within the seven-day window, your Placement has been published live on the Show (typically because the Show itself has gone live), the goodwill refund right ends at the point of publication.
• No refund after AI feature use. If, within the seven-day window, you have used any artificial intelligence (AI) feature of the Service in connection with your Placement (for example, AI-assisted content auto-fill from your website), the goodwill refund right ends at the point of first AI feature use.
• Request must be in writing. Refund requests must be sent to [email protected] within the seven-day window.

7.4 Express acknowledgement at checkout. By completing the purchase of a Placement, you expressly acknowledge that the Service is delivered as soon as the Placement goes live on the Show or as soon as you use an AI feature in connection with the Placement, whichever is earlier, and that the goodwill cooling-off period ends at that point.

7.5 After the cooling-off period. After the goodwill cooling-off period has expired, Placement Fees are non-refundable except as set out in clauses 9 and 10, or where we (in our sole discretion) decide to issue a refund or credit.

7.6 Refunds where required by law. Nothing in this clause 7 affects any right you may have to a refund where required by applicable law.

8. Reservation mechanic for SDG-introduced sponsor placements

8.1 When this clause applies. This clause applies where ShowDayGuide is the originating source of contact with you — that is, where you came to ShowDayGuide through ShowDayGuide's discovery infrastructure (for example, our partner-facing pages at /for-sponsors or /for-advertisers, or direct outreach from ShowDayGuide), and you are purchasing a Sponsor Placement or a Principal Partner Placement. This clause does not apply to Vendor Placements, to Advertiser Placements (see clause 8.7 below), or to any Placement where the Organiser introduced you to ShowDayGuide.

8.2 Reservation, not confirmation. When you initiate a purchase under this clause, ShowDayGuide creates a payment reservation only. Your payment method is stored at the point of reservation but is not charged. The reservation does not constitute confirmation of your Placement. Your Placement is not live and you have no sponsorship rights until ShowDayGuide confirms the Placement and captures payment under clause 8.4. By proceeding through reservation, you expressly acknowledge this position.

8.2A Authority for merchant-initiated transaction. By initiating a reservation under clause 8.2, you authorise ShowDayGuide and our payment processor to record your payment method as a merchant-initiated transaction (MIT) credential under the Payment Services Regulations 2017, and to capture the Placement Fee from that payment method on confirmation under clause 8.4. You acknowledge that this authority is given in advance of capture and is necessary for the operation of the reservation mechanic. Where your card issuer's authentication requirements (including strong customer authentication under the Payment Services Regulations 2017 and PSD2) require additional authentication at any point in this process, you will be redirected to complete that authentication, and the five-working-day window at clause 8.5 runs from the date of the authentication request (or, where no authentication is required, from the date of capture failure).

8.3 Organiser's right of refusal. The Organiser has the right to refuse your Placement within three (3) working days of being notified of your reservation, on substantive grounds (for example, conflict with an existing sponsor, or conflict with the Show's positioning). The Organiser's right of refusal is set out in clause 9 of the Organiser Agreement.

• If the Organiser refuses your Placement on substantive grounds, your reservation is discarded. No charge will be made to your payment method. You will be notified of the refusal. The Organiser is not required to enter into correspondence with you about the reason for refusal.
• If the Organiser does not respond within three working days, your Placement is deemed approved and clause 8.4 applies.
• If the Organiser refuses your Placement and you dispute the refusal, ShowDayGuide will adjudicate the dispute under clause 9.5 of the Organiser Agreement. ShowDayGuide's adjudication is final as between you and ShowDayGuide. ShowDayGuide does not represent the Organiser's position to you and does not represent your position to the Organiser; ShowDayGuide acts as neutral adjudicator on whether the reason for refusal meets the substantive standard.

8.4 Confirmation and capture. Where your reservation is approved (whether expressly, by default after three working days, or by ShowDayGuide's adjudication), ShowDayGuide will confirm your Placement and capture payment from your stored payment method. From the point of capture, your Placement is live and is governed by this Agreement in full.

8.5 Payment method failure at capture. Where your reservation is approved but the capture attempt fails (for example, expired card, insufficient funds, or your card issuer declines the transaction), ShowDayGuide will notify you and you will have a period of five (5) working days to provide a working payment method or to reauthorise the failed payment method. If you do not do so within that period, your reservation is discarded and no Placement will be created. The Organiser is not obliged to hold the Placement slot for you during this period; ShowDayGuide will, where reasonable, attempt to do so but makes no commitment.

8.6 No claim on discarded reservation. Where your reservation is discarded under clauses 8.3 or 8.5, you have no claim against ShowDayGuide or the Organiser arising from the discard, beyond the right to receive notification. You acknowledge that the reservation mechanic exists precisely so that no charge is processed for Placements that do not go live, and that no refund is required because no payment has been captured.

8.7 Advertiser Placements — different mechanic. SDG-introduced Advertiser Placements do not use this reservation mechanic. Advertiser Placements are charged at point of purchase and the Placement goes live subject to ShowDayGuide's post-charge content checks. Specific provisions for Advertiser Placements are set out in Schedule 3.

9. Organiser cancellation of Show

If the Organiser cancels the Show after your Placement has been purchased, the following applies:

9.1 Organiser Share refunded in full. The Organiser Share of your Placement Fee will be refunded to you in full. We will process this refund within thirty (30) days of confirmation of cancellation, subject to receipt of the funds from the Organiser. Where the Organiser has not yet been remitted the Organiser Share, we will refund directly. Where the Organiser has already been remitted, the Organiser is responsible for the refund, but we will provide reasonable assistance.

9.2 ShowDayGuide Share non-refundable. The ShowDayGuide Share is non-refundable. We have already incurred costs in respect of your Placement (including payment processing fees, server resources, and any AI features used). However, we may in our sole discretion offer a partial refund of the ShowDayGuide Share, up to a maximum of fifty percent (50%) of the ShowDayGuide Share, as a goodwill gesture. Any such partial refund is discretionary and is not a precedent for future cancellations.

9.3 No further claim. Beyond the refunds set out in clauses 9.1 and 9.2, you have no claim against ShowDayGuide for losses arising from the Organiser's cancellation of the Show (including but not limited to wasted marketing spend, opportunity cost, or commercial impact). Your claim against the Organiser (if any) is between you and the Organiser.

10. Postponement of Show

If the Organiser postpones the Show to a new date, your Placement will be transferred to the new Show Day at no additional cost. Your Placement's pre-show, show-day, and post-show window will run from the new Show Day.

If the new Show Day is more than twelve (12) months after the original Show Day, or if you reasonably cannot attend the new Show Day, you may request a refund within thirty (30) days of being notified of the new date. Refunds in such cases are handled per clause 9 above (Organiser Share refunded; ShowDayGuide Share subject to discretionary partial refund).

11. Suspension and termination of Placement

11.1 Grounds for termination. We may suspend or terminate your Placement immediately, without notice and without refund, if:

• You breach this Agreement, the Terms of Service, or applicable law;
• Your Placement contains content of a type prohibited by the Terms of Service (in particular, the prohibited content list at §7 of the Terms of Service);
• Your payment is reversed, charged back, or disputed without prior contact with us;
• The Show on which the Placement appears is unpublished, cancelled, or terminated for reasons not covered by clause 9; or
• We are required to do so by law, court order, or a competent regulatory authority.

11.2 Standalone right of suspension. Separately from our termination rights under clause 11.1, we may suspend your Placement at any time and without notice where we reasonably believe that:

• You are or may be in breach of this Agreement or the Terms of Service;
• Your Placement or activity poses a security, integrity, or safeguarding risk to the Service, to Visitors, to the Organiser, or to ShowDayGuide;
• A complaint, report, or content notification requires investigation;
• Suspension is required by law, regulator, or court order; or
• Any payment owed by you to us is overdue.

During suspension under this clause 11.2, your obligations under this Agreement continue, but our obligation to display your Placement is suspended. Suspension does not entitle you to any refund or pro-rata credit, and is not termination. We may end the suspension and reinstate your Placement, or escalate to termination under clause 11.1, at our discretion. We will give you the reason for suspension where reasonably practicable and where doing so would not prejudice an ongoing investigation or breach legal or regulatory obligations.

11.3 Insolvency. We may terminate this Agreement (and any live Placement) immediately on written notice if you (or, where you are a body corporate, you or any company controlling you):

• Become insolvent, are unable to pay your debts as they fall due, or admit inability to pay your debts;
• Take any step toward administration, receivership, liquidation, voluntary arrangement with creditors, scheme of arrangement, restructuring under Part 26A of the Companies Act 2006, or any analogous procedure in any jurisdiction;
• Have a petition presented against you for winding-up or bankruptcy that is not dismissed within 14 days; or
• Cease, or threaten to cease, to carry on business.

11.4 Change of control. Where you are a body corporate or other legal entity, you must notify us in writing of any change of control (within the meaning of section 1124 of the Corporation Tax Act 2010) within 14 days of the change taking effect. We may terminate this Agreement on written notice within 60 days of being notified of (or becoming aware of) a change of control. This clause 11.4 does not apply where you are an individual sole trader.

11.5 Notification and remedy. Where we suspend or terminate your Placement under this clause 11, we will (where reasonably practicable, and not prevented by law) notify you of the reason and provide a reasonable opportunity to remedy any breach.

12. Content licence from Partner to ShowDayGuide

12.1 Licence grant. When you submit content to your Placement (including but not limited to images, logos, descriptions, contact details, links, offers, and call-to-action text), you grant ShowDayGuide a non-exclusive, royalty-free, worldwide licence to host, display, reproduce, adapt (including resizing, compressing, and format-converting for display), and distribute that content as part of the Service.

12.2 Duration of licence. The licence under clause 12.1 lasts for as long as the Placement is live on the Service plus a reasonable period afterwards to fulfil legal obligations and maintain technical backups. Different placement types have different live periods, set out in the relevant Schedule.

12.3 Archive retention for sponsor logos. Sponsors expressly grant ShowDayGuide a perpetual, non-exclusive, royalty-free licence to retain and display the sponsor's name and logo on the archived show page after the Show has ended. This perpetual licence reflects the sponsor's permanent association with the Show, which is part of the value sponsors purchase. Details of archive retention by tier are in Schedule 2.

12.4 Termination of licence on removal. Where you withdraw content from your Placement (within the limits of this Agreement) or where we remove content for breach, the licence under clause 12.1 terminates in respect of that content (subject to clause 12.3 for sponsor logos, and clause 12.5 for backups).

12.5 Backups. We may retain technical backups of content for a period of up to ninety (90) days after removal for the purposes of disaster recovery, audit, and dispute resolution. After that period, backups are deleted or anonymised in the ordinary course of our backup retention cycle.

12.6 Derived data and AI outputs. The licence granted at clauses 12.1–12.5 covers the content you submit. Separately from that licence, the following position applies to material that ShowDayGuide generates:

• Aggregated and anonymised data. Where we produce aggregated, anonymised, or statistical data from content submitted to the Service across multiple Placements (including without limitation engagement metrics, click-through rates, conversion data, and category benchmarks), the resulting aggregated data is owned by ShowDayGuide. The underlying content from which it was derived remains yours and is covered by the licence at clauses 12.1–12.5.
• Operational metadata and telemetry. Logs, usage data, telemetry, error reports, and operational metadata that we generate from your use of the Service are owned by ShowDayGuide.
• AI-generated structured outputs. Where ShowDayGuide's AI Features process content you submit (for example, extracting Placement details from a website you supply), the underlying factual content remains yours and you may use the resulting structured output in respect of your own Placement. The extraction pipeline, the prompt design, the structural schema, and any post-processing logic remain owned by ShowDayGuide. The application of the pipeline to your content does not transfer any of ShowDayGuide's rights in the pipeline itself to you.

Nothing in this clause 12.6 grants ShowDayGuide ownership of the underlying content you have submitted to your Placement, which remains yours subject to the licence at clauses 12.1–12.5.

13. Partner warranties

You represent and warrant that:

• You have all necessary rights to submit the content you submit to your Placement (including any images, logos, third-party content, or trademarks)
• Your content does not infringe any third party's intellectual property rights, privacy rights, publicity rights, or other rights
• Your content does not violate the prohibited content list at §7 of the Terms of Service
• Where you submit a URL for AI auto-fill of your Placement (for example, scraping content from your business website), you have the right to submit that URL and have content scraped from it
• You have a lawful basis under UK GDPR for processing any personal data contained within your content (including images of identifiable individuals)
• The information you provide about your business or organisation (including business name, contact details, trading status, and any claims made) is accurate and not misleading
• You are purchasing the Placement in the course of a business and not as a consumer

14. Limitation of liability

14.1 Liability cap. Subject to clause 14.4, our total aggregate liability to you under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greatest of:

• The total Placement Fees you have paid to ShowDayGuide in the twelve (12) months immediately preceding the event giving rise to the liability;
• The Placement Fee paid for the Placement in respect of which the liability arose; or
• One hundred pounds sterling (£100).

14.2 Excluded losses. Subject to clause 14.4, we shall not be liable to you for any:

• Loss of profits, revenue, or anticipated savings
• Loss of business, contracts, or commercial opportunities
• Loss of goodwill or reputation
• Loss or corruption of data
• Indirect, special, consequential, or punitive damages, however caused
• Losses arising from real-world outcomes at the Show (footfall to your stall, sales made or not made, weather, attendance, or any aspect of the Organiser's operation of the Show itself)
• Losses arising from the Organiser's cancellation, postponement, or rescheduling of the Show (which are covered by clauses 9 and 10)
• Losses arising from temporary unavailability of any part of the Service, including AI features subject to spend caps or rate limits

14.3 Reliance. You acknowledge and agree that we have set our prices on the basis of the limitations of liability in this clause 14, and that the prices would be significantly higher if we accepted unlimited liability.

14.4 Unaffected liability. Nothing in this Agreement excludes or limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded or limited under the laws of England and Wales

15. Indemnification

15.1 Indemnification by you. You shall indemnify, defend, and hold harmless ShowDayGuide, its directors, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your breach of any warranty in clause 13
• Your breach of any other provision of this Agreement
• Any content you submit to your Placement that infringes a third party's rights or violates applicable law
• Any dispute between you and the Organiser arising from the underlying commercial relationship between you (clause 3)
• Any tax liability (including VAT) for which you are responsible under clause 3 and which you have failed to discharge

15.2 Procedural conditions. Our right to claim under clause 15.1 is conditional on us:

• Notifying you in writing of the relevant claim or potential claim as soon as reasonably practicable;
• Not settling or compromising the claim without your prior written consent (such consent not to be unreasonably withheld or delayed);
• Giving you (or your insurer) reasonable opportunity to participate in the defence of the claim; and
• Taking reasonable steps to mitigate our losses.

15.3 Cap excludes indemnity. For the avoidance of doubt, the liability cap in clause 14 applies to claims by you against us; it does not limit our right to claim against you under this clause 15.

15.4 No double recovery. Where a matter is both indemnifiable under this clause 15 and a breach of warranty under clause 13, we may pursue only one remedy.

15.5 Consumer carve-out. Where you are a consumer within the meaning of the Consumer Rights Act 2015, your liability under this clause 15 is capped at the total Placement Fees paid by you to us under this Agreement.

16. Governing law and jurisdiction

This Agreement is governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Schedule 1 — Vendor Placements

This Schedule applies to Vendor Placements: businesses or organisations with a physical presence at the Show (trade stands, food vans, craft stalls, services, charity stalls, and similar) who purchase a digital placement on the Show.

1.1 Vendor tiers

Vendor Placements are offered in four tiers:

• Basic — free of charge. Available to every vendor with a physical presence at the Show. Includes a basic listing for the duration of the Show Day only.
• Enhanced — paid. Includes header banner, logo, extended description, contact details, and an offer or call-to-action. Live for Show Day plus three (3) days post-Show.
• Silver — paid. Everything in Enhanced, plus extended post-Show visibility of seven (7) days, and one (1) push notification right (subject to the push notification policies in our Terms of Service).
• Gold — paid. Everything in Silver, plus extended post-Show visibility of fourteen (14) days, additional push notification rights, and featured placement on the Show directory.

Current pricing for each tier is displayed at point of purchase. Pricing in effect at the time of your purchase applies to that Placement and is pinned per clause 4.

1.2 Permanent free tier commitment

We commit that a free Vendor Basic tier will remain permanently available on the Service. We will not withdraw the free tier for vendors who have a physical presence at a Show. Where a free vendor wishes to upgrade, they may purchase Enhanced, Silver, or Gold at any time.

1.3 Revenue share for Vendor Placements

For paid Vendor Placements (Enhanced, Silver, Gold), the revenue share is:

• Organiser Share: 75% of the Placement Fee
• ShowDayGuide Share: 25% of the Placement Fee

1.4 Vendor type

At point of purchase you indicate your vendor type (trade stand, food and drink, services, charity, or other). This is used to categorise your Placement on the Show. We may add or refine vendor type categories from time to time without affecting your existing Placement.

1.5 Underlying relationship with the Organiser

Your right to have a physical presence at the Show (the pitch itself, where you set up, what you sell) is governed by your separate arrangement with the Organiser, not by this Agreement. ShowDayGuide is not responsible for the allocation, location, condition, or any other aspect of your physical pitch at the Show.

Schedule 2 — Sponsor Placements

This Schedule applies to Sponsor Placements: businesses or organisations who back a specific element of the Show (a class, a section, a ring, an attraction, or the whole Show) and purchase a digital placement reflecting that backing.

2.1 Sponsor tiers

Sponsor Placements are offered in three self-service tiers, plus a separate Principal Partner tier (see Schedule 4):

• Digital — logo and click-through on the Show sponsor section, dedicated sponsor profile page, basic engagement analytics. Live from Show publish through three (3) days post-Show.
• Premium — everything in Digital, plus banner placement on the Show page header, one (1) push notification right, sponsor announcement on the Show page, and full engagement analytics. Live through seven (7) days post-Show.
• Headline — everything in Premium, plus top-of-page placement priority, two (2) push notifications (during and after the Show), top-placement sponsor announcement, post-Show analytics report. Live through fourteen (14) days post-Show.

Sponsor pricing scales by Show size (Village, Town, County, Flagship). Pricing in effect at the time of your purchase applies to that Placement and is pinned per clause 4.

2.2 Multiple Headline placements per Show

Larger Shows may have multiple Headline placements at different scopes (for example, one show-wide Headline plus one main-ring Headline plus one section Headline). Each Headline placement is priced independently. The number of Headline placements available on a Show is at the discretion of the Organiser, subject to the Service's technical limits.

2.3 Archive retention — perpetual logo licence

IMPORTANT — perpetual licence. By purchasing a Sponsor Placement, you grant ShowDayGuide a perpetual, non-exclusive, royalty-free licence to retain and display your name and logo on the archived show page after the Show has ended. This perpetual licence reflects your permanent association with the Show, which is part of the value of sponsorship and the sponsor's public-record commitment to backing the Show. You may not withdraw this licence after the Show has ended.

For the avoidance of doubt: while the post-Show live window (where your full sponsor profile remains active for visitors to click through) varies by tier (3 / 7 / 14 days as in clause 2.1), the archive retention of name and logo is perpetual for all sponsor tiers from Digital upwards.

2.4 Revenue share for Sponsor Placements

For Sponsor Placements (Digital, Premium, Headline, and Principal Partner), the revenue share is:

• Organiser Share: 80% of the Placement Fee
• ShowDayGuide Share: 20% of the Placement Fee

2.5 Underlying sponsorship relationship

The underlying sponsorship of the Show element (the class, ring, section, or attraction you back) is between you and the Organiser, not ShowDayGuide. If the element you sponsor is cancelled, rescheduled, or judged unsuitable, your remedy (if any) is against the Organiser. ShowDayGuide's role is to provide the digital visibility for your sponsorship, and to collect and remit the Placement Fee.

2.6 Push notification policy

Push notifications you send under your Sponsor Placement must comply with our Terms of Service and PECR (Privacy and Electronic Communications Regulations). You may not send push notifications that are spam, deceptive, contain prohibited content, or that harass recipients. We may refuse to send any push notification that breaches these requirements without refund of any associated fee.

Schedule 3 — Advertiser Placements

This Schedule applies to Advertiser Placements: businesses or organisations who purchase digital advertising on a Show without tie-in to any specific Show element. Advertisers do not have a physical pitch at the Show and do not sponsor any Show element; they purchase media placement only.

3.1 Advertiser tiers

• Listing — text-only placement with business name, tagline, contact details, and a link. Appears in the Show's directory listing area.
• Card — image card placement with photo, headline, body copy, and one or two calls-to-action. Appears in higher-visibility surfaces across the Show.
• Featured — premium larger placement appearing across multiple Show surfaces, with top-of-list positioning and optional push notification rights.

Advertiser pricing scales by Show size (Village, Town, County, Flagship). Pricing in effect at the time of your purchase applies to that Placement and is pinned per clause 4.

3.2 Placement surfaces and rotation

Advertiser Placements appear on the Show home page, section pages, schedule view, and vendor directory pages. Advertiser Placements do not appear on the map, in the announcements feed, or on class or trophy detail pages.

Where multiple Advertiser Placements are active on the same Show, placements rotate between visits. We do not guarantee any specific frequency of display or share of voice; we do guarantee that your Placement will appear on the Show throughout its live period.

3.3 Revenue share for Advertiser Placements

For Advertiser Placements, the revenue share is:

• Organiser Share: 70% of the Placement Fee
• ShowDayGuide Share: 30% of the Placement Fee

3.4 Engagement tracking

We track engagement with your Placement, including impressions, click-throughs, taps on phone numbers (tap-to-call), taps on email links (tap-to-email), and taps on social media links. The content of any resulting call, message, or interaction outside the Service is not logged or accessible to us. Engagement data is shared with you as part of your Placement analytics.

3.5 No tie-in to Show element

Advertiser Placements are purely media placement and carry no association with, or backing of, any specific Show element. Advertisers are not described as sponsors, partners, or backers of any aspect of the Show.

3.6 Advertiser category honesty

3.6.1 Category warranty. When you purchase an Advertiser Placement, you select a category that describes the product or service being advertised (for example, "food and drink", "professional services", "rural retail"). You warrant that the category you select genuinely and accurately describes the product or service being advertised in your Placement.

3.6.2 Definition of misrepresentation. For the purposes of this clause, "misrepresentation" of category means: (a) selecting a category that does not accurately describe the product or service advertised; (b) selecting a category in order to gain access to a placement surface or audience for which the true category would have been ineligible or restricted; or (c) selecting a category to avoid falling within the published prohibited categories list referenced at clause 3.7.

3.6.3 Evidence standard. A finding of misrepresentation is made by a member of ShowDayGuide's super-admin team on the basis of a reasoned review. The review may be triggered by an automated content scan, by an Organiser flag, by a public report under our content reporting mechanisms, or by ShowDayGuide's own observation. No automated system makes the finding of misrepresentation; the decision is always made by a human reviewer who records the reason for the finding.

3.6.4 Consequence — removal and refund position. Where ShowDayGuide finds, on the standard set out at clause 3.6.3, that you have misrepresented the category of your Placement, your Placement will be removed from the Service. The refund position depends on the materiality of the misrepresentation, as set out below. ShowDayGuide acts reasonably in determining materiality.

(a) Material misrepresentation — no refund. A misrepresentation is material where (without limitation) the true category would have made the Placement ineligible or restricted on the placement surface or audience to which it was assigned, where the misrepresentation was intended to circumvent the prohibited categories list referenced at clause 3.7, or where the misrepresentation involves prohibited content under clause 7 of the Terms of Service. In any such case, the Placement Fee is non-refundable. You expressly acknowledge that a material false category declaration at the point of purchase is an immediate breach of this Agreement, that the breach goes to the root of the contract because ShowDayGuide's decision to accept your Placement was made in reliance on the category declaration, and that the breach justifies termination of the Placement without obligation to return the Placement Fee.

(b) Minor misrepresentation — opportunity to recategorise. Where the misrepresentation is minor (for example, an imprecise but good-faith categorisation that does not affect placement surface eligibility), ShowDayGuide will, where reasonably practicable, give you the opportunity to recategorise the Placement within a reasonable period. Where recategorisation is not possible or where you do not recategorise within the period given, ShowDayGuide will refund the Placement Fee less its reasonable costs incurred in serving the Placement to the date of removal.

(c) Application after removal. The position at (a) and (b) above applies whether the misrepresentation is discovered before or after the Placement goes live.

3.6.5 Notification and opportunity to respond. Where reasonably practicable, ShowDayGuide will notify you of the finding of misrepresentation before the Placement is removed, and will give you a reasonable opportunity to respond. ShowDayGuide is not required to give notice or an opportunity to respond where the misrepresentation involves prohibited content under clause 7 of the Terms of Service, where notice would prejudice an ongoing investigation, or where ShowDayGuide is required by law to act immediately.

3.7 Prohibited categories list as published policy

3.7.1 Published list. ShowDayGuide maintains a published list of advertiser categories that are prohibited from the Service. The list is published at /policies/prohibited-advertiser-categories and forms part of this Agreement by reference. The categories on the list reflect ShowDayGuide's assessment of products or services that are unsuitable for the agricultural-show audience or that pose reputational, legal, or safeguarding concerns.

3.7.2 Right to update with notice. ShowDayGuide may update the published list from time to time, by publishing a revised list at the URL above. Where the update adds a new prohibited category, ShowDayGuide will give at least thirty (30) days' notice of the update by email to active Commercial Partners whose existing Placements fall within the newly-prohibited category, and by updating the published list with the new effective date noted.

3.7.3 Grandfathering of existing Placements. Where an update to the prohibited categories list adds a category that an existing Placement falls within, the existing Placement is grandfathered through to the end of its current term. The grandfathering does not extend to renewals or to new Placements purchased after the update takes effect.

3.7.4 Interaction with clause 3.6. Where the published list is referenced from clause 3.6.2(c) (misrepresentation by selecting a category to avoid the prohibited list), the version of the list in force at the time of your Placement purchase is the version that applies for the purposes of assessing misrepresentation. ShowDayGuide will retain a dated archive of past versions of the list and will make the relevant version available on request.

Schedule 4 — Principal Partner Framework

This Schedule sets out the framework for Principal Partner placements. Principal Partner is the singular top-of-house sponsor position for a Show. Pricing and specific terms are negotiated separately for each Principal Partner placement and are agreed by side letter that incorporates this framework.

4.1 Principal Partner framework

A Principal Partner placement typically includes (subject to negotiation):

• Singular presented-by recognition in the Show page hero band
• All Headline-tier features (top-of-page priority, push notification rights, sponsor announcements at top placement, full analytics, post-Show report)
• Bespoke push notification and announcement rights agreed at point of sale
• Permanent "in association with" co-branding on the archived show page — a perpetual licence, separately confirmed at point of sale, that reflects the Principal Partner's flagship commercial relationship with the Show
• Right-of-first-refusal honoured where the Principal Partner is an existing print main sponsor of the Show, subject to negotiation with the Organiser
• Multi-year commitment options at reduced rates (typical structure: Year 1 standard rate; Year 2 5% discount; Year 3 10% discount; negotiated case by case)

4.2 Singular position

There is one Principal Partner position per Show by default. In exceptional circumstances (multi-day Shows with separate audiences, or by mutual agreement), up to two Principal Partner positions may be made available. Principal Partner is show-wide in scope; section-level or class-level Principal Partner arrangements are not offered.

4.3 Pricing

Principal Partner pricing is bespoke and agreed at point of sale following enquiry. Pricing reflects the Show's scale, the Principal Partner's campaign objectives, and any multi-year commitment. We do not publish standard Principal Partner pricing.

4.4 Revenue share

The revenue share for Principal Partner placements is the same as for other Sponsor Placements (80% Organiser / 20% ShowDayGuide).

4.5 Side letter and incorporation

4.5.1 Side letter required. Each Principal Partner relationship is documented by a side letter signed by ShowDayGuide and the Principal Partner.

4.5.2 Minimum content. Each side letter must contain at minimum:

• Full legal identification of both parties (including company numbers, registered offices, and authorised signatories);
• The commercial terms of the Principal Partner arrangement (including pricing, term, multi-year commitment if any, push notification budget, and any bespoke deliverables);
• Express confirmation of the commercial agent relationship at clause 3 of this Agreement;
• Version-pinning to the version of this Agreement (including this Schedule 4) in force at the time of signature.

4.5.3 Default to this Agreement. Where the side letter is silent on any matter, this Agreement and Schedule 4 apply.

4.5.4 Variation by side letter. Where the side letter expressly varies a term of this Agreement, the side letter prevails — except that the following provisions cannot be displaced, varied, or excluded by side letter:

• Clause 14 (Limitation of liability);
• Clause 15 (Indemnification);
• Clause 16 (Governing law and jurisdiction);
• Any non-excludable statutory right (including under the Consumer Rights Act 2015 where applicable);
• ShowDayGuide's compliance with its UK GDPR and Data Protection Act 2018 obligations as a processor (including the Data Processing Annex to the Organiser Agreement, which applies to the underlying processing of Personal Data in respect of the Show in question);
• Clause 8 (Reservation mechanic for SDG-introduced sponsor placements), where the Principal Partner was SDG-introduced.

4.5.5 Legal review. All side letters are subject to ShowDayGuide's legal review prior to signature. A side letter that purports to displace any of the non-displaceable provisions listed at clause 4.5.4 is void to the extent of the inconsistency, and the corresponding provision of this Agreement continues to apply.

4.6 Refunds and cancellation for Principal Partner

Refund and cancellation provisions for Principal Partner placements are agreed in the side letter. Where the side letter is silent, clauses 7, 9, and 10 of this Agreement apply.

17. General

17.1 Assignment. You may not transfer, assign, or sub-licence your rights under this Agreement without our prior written consent. We may transfer or assign our rights under this Agreement as part of a corporate reorganisation, sale, or similar transaction.

17.2 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be modified to the extent necessary to make it enforceable while preserving its intent.

17.3 Waiver. Our failure to enforce any right or provision shall not constitute a waiver of that right or provision.

17.4 Entire agreement. This Agreement, together with our Terms of Service, Privacy Policy, Cookie Policy, and (where applicable to Principal Partners) the side letter, constitutes the entire agreement between you and ShowDayGuide in relation to your Placement. It supersedes any prior understandings, communications, or agreements about the same subject matter.

17.5 No partnership. Nothing in this Agreement creates a partnership, joint venture, or employment relationship between you and ShowDayGuide. ShowDayGuide is the Organiser's commercial agent in respect of fee collection only, as set out in clause 3.

17.6 Force majeure. Neither party shall be liable for any failure or delay in performance under this Agreement to the extent that such failure or delay results from circumstances beyond the reasonable control of that party, including (without limitation) acts of God, war, terrorism, pandemic, government action, internet or infrastructure failure, industrial action, cyber-attack, or failure of any third-party provider on which ShowDayGuide relies (including without limitation cloud hosting providers, database providers, AI providers, payment processors, mapping providers, content delivery networks, and communications carriers). Where a force majeure event affecting ShowDayGuide continues for more than thirty (30) days, ShowDayGuide may terminate this Agreement on written notice with no liability arising from the termination. Force majeure does not suspend your obligation to pay any Placement Fee accrued under this Agreement.

17.7 Third party rights. Except as expressly stated, this Agreement does not confer rights on any third party under the Contracts (Rights of Third Parties) Act 1999.

18. Contact and notices

For commercial questions about Placements: [email protected]

For data protection, GDPR, or privacy matters: [email protected]

For legal notices and formal correspondence: [email protected], and by post to: ShowDayGuide Ltd, 71-75 Shelton Street, Covent Garden, London WC2H 9JQ.

Notices to you will be sent to the email address you provided at point of purchase. You are responsible for keeping that email address up to date.

19. Document version history

Version 1.2 — 25 May 2026. Incorporates second-pass solicitor-style review changes. Adds clause 8.2A (MIT/SCA authority for reservation mechanic), clause 12.6 (derived data and AI outputs ownership), and restructures clauses 11 (suspension and termination, with new standalone suspension right, insolvency trigger, and change-of-control right), 14.1 (liability cap, triple-floor), and 15 (indemnification, with procedural conditions, consumer carve-out, no-double-recovery, cap-excludes). Broadens clause 17.6 (force majeure). Tightens clause 12.5 backup retention to ninety (90) days. Revises Schedule 3 §3.6.4 to two-tier proportionality (material vs minor misrepresentation). Ring-fences Schedule 4 §4.5 (side letter): mandatory minimum content, non-displaceable provisions, "void to extent of inconsistency" enforcement.

Version 1.1 — 25 May 2026. Adds Part A clause 8 (Reservation mechanic for SDG-introduced sponsor placements). Adds Schedule 3 clauses 3.6 (Advertiser category honesty) and 3.7 (Prohibited categories list as published policy). Renumbers Part A clauses 9 onwards and Part C clauses 17 to 19, and updates internal cross-references throughout.

Version 1.0 — 13 May 2026. Initial publication.