Organiser 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 individual or organisation registering as a show organiser on the Service (referred to in this Agreement as "you", "your", or "the Organiser").

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 Annex are to a clause or Annex of this Agreement unless otherwise stated.

2. Definitions

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

• "Agreement" means this Organiser Agreement, including the Data Processing Annex, as in force at the time you pay the Platform Fee for a Show.
• "AI Feature" means any feature of the Service that uses artificial intelligence to process content, including but not limited to AI-assisted schedule import (from CSV, PDF, image, or pasted text), AI-assisted vendor list import, AI image OCR, and AI scraping of partner websites for auto-fill of placement content.
• "Booking Fee" means the separate fee charged by ShowDayGuide to an Exhibitor, for ShowDayGuide's own account, for use of the entries feature of the Service. The Booking Fee is not collected by ShowDayGuide as agent for the Organiser or for any other person.
• "Commercial Partner" means a vendor, sponsor, advertiser, or Principal Partner who has purchased a Placement on a Show under the Commercial Partner Agreement.
• "Entry" means an application by an Exhibitor to enter a competitive class or section at a Show, submitted through the entries feature of the Service (where that feature is available).
• "Entry Fee" means the amount set by you and payable by an Exhibitor to you in respect of an Entry.
• "Exhibitor" means an individual or organisation that submits, or seeks to submit, an Entry to a Show.
• "Organiser Share" means the percentage of a Placement Fee that is remitted to the Organiser by ShowDayGuide as commercial agent, as set out in the Commercial Partner Agreement.
• "Personal Data" has the meaning given in UK GDPR.
• "Placement" means a paid commercial placement on a Show purchased by a Commercial Partner.
• "Placement Fee" means the amount paid by a Commercial Partner for a Placement.
• "Platform Fee" means the one-off charge payable by the Organiser per Show to unlock AI Features and to publish the Show, as set out in clause 6.
• "Service" means the ShowDayGuide™ platform, website, and related services as defined in our Terms of Service.
• "ShowDayGuide Share" means the percentage of a Placement Fee retained by ShowDayGuide as commercial agent commission, as set out in the Commercial Partner Agreement.
• "Show" means an event you create and manage on the Service (an agricultural show, county show, dog show, country show, or similar event).
• "Show Day" means the date or dates on which the Show takes place, as you publish them.
• "Team Member" means an individual you invite to assist with the management of your Show, in one of the roles set out in clause 4.
• "Ticket" means an admission ticket to a Show sold through the ticketing feature of the Service (where that feature is available).
• "Terms of Service" means our general terms of service available at /terms.
• "UK GDPR" means the United Kingdom General Data Protection Regulation as defined in the Data Protection Act 2018.
• "Visitor" means an individual who accesses your Show via the Service, typically a member of the public attending or planning to attend the Show.

3. The Service and the Organiser's use of it

ShowDayGuide provides a digital companion platform for events including agricultural shows, county shows, dog shows, and similar events. The Service allows you to create and manage a Show listing with features such as interactive site maps, live schedules, announcements, push notifications, vendor and sponsor listings, advertiser placements, and analytics.

The Service is a digital supplement to existing show information channels (such as paper programmes and PA systems) and does not replace them. ShowDayGuide is not responsible for the underlying organisation, running, or outcome of your Show. We provide the digital platform; you are responsible for organising and running the event itself, including (without limitation) site setup, safety, licensing, judging, prizes, insurance, attendance, and any other operational aspect of the Show.

You are responsible for all content you publish on your Show through the Service, and for ensuring that content is accurate, lawful, does not infringe any third party's rights, and complies with all applicable laws.

4. Account, team members, and roles

4.1 Account holder. The individual who registers for an organiser account on the Service is the "account holder" and is the primary contracting party under this Agreement. The account holder is responsible for everything that happens under their account, including the actions of any Team Members they invite.

4.2 Authority. By registering the account, the account holder warrants that they have authority to enter into this Agreement on behalf of the show organising body (whether that is themselves personally, a committee, a registered charity, a company, or other organisation). Where the account is registered on behalf of a committee or other unincorporated body, the account holder accepts personal contractual responsibility under this Agreement unless and until a successor account holder is formally appointed via the ownership-transfer mechanism in the Service.

4.3 Team Member roles. The Service supports the following Team Member roles for a Show:

• Owner — the account holder. Has full administrative rights including the right to transfer ownership to another user.
• Admin — can edit all aspects of the Show, invite other Team Members, and manage Commercial Partner relationships, but cannot transfer ownership or delete the Show.
• Editor — can edit Show content (schedule, vendor listings, announcements, map, sections) but cannot manage Team Members or financial settings.

4.4 Responsibility for Team Member actions. The account holder is responsible for the actions of all Team Members they invite. Where a Team Member breaches this Agreement, the consequences may apply to the Show as a whole, including suspension of the Show or the account.

4.5 Ownership transfer. The account holder may transfer ownership of a Show to another user via the Service. Transfer becomes effective when the recipient accepts. From the point of transfer, the new owner becomes the contracting party under this Agreement in respect of that Show.

5. Acceptance, formation, and version pinning

5.1 Acceptance. You accept this Agreement by registering an organiser account on the Service and by ticking the relevant checkbox at point of payment of the Platform Fee for each Show. Acceptance is per Show — each Show creates a separate contract under this Agreement.

5.2 Contract formation. The contract in respect of a Show is formed when you complete payment of the Platform Fee for that Show, or when you first use an AI Feature in connection with that Show, whichever is earlier.

5.3 Version pinning. The version of this Agreement in force at the time the contract is formed (per clause 5.2) governs that Show throughout its lifetime, including its archived state after the Show has ended. We will not retroactively change the commercial terms applicable to a Show once the contract is formed.

5.4 Updates. We may publish updated versions of this Agreement from time to time. New versions apply only to Shows for which the contract is formed after the new version's effective date. Where this Agreement is amended for reasons of legal compliance, we may apply the amendment to existing Shows where strictly required, with as much notice as is reasonably practicable.

6. Platform Fee

6.1 What the Platform Fee covers. The Platform Fee is a single one-off charge per Show that unlocks:

• The right to use AI Features in connection with that Show
• The right to publish that Show to Visitors via the Service
• The right to receive Commercial Partner Placements on that Show
• All standard organiser dashboard features for that Show, including analytics, announcements, schedule management, map builder, and vendor/sponsor/advertiser management

6.2 When the Platform Fee becomes payable. The Platform Fee becomes payable on the earlier of:

• The first time you use an AI Feature for the Show, or
• The first time you attempt to publish the Show.

Creating a Show, building its content manually, and previewing the Show are free of charge. The Platform Fee is only charged when you take an action that engages AI processing on our behalf or makes the Show live to Visitors.

6.3 Pricing. The Platform Fee scales by Show size (Village, Town, County, Flagship), with the size band determined by the expected visitor count at point of purchase. Current pricing is displayed at point of purchase. Pricing in effect at the time you pay the Platform Fee applies to that Show.

6.4 Show size band. You select your Show size band at point of purchase based on a good-faith estimate of expected visitor numbers. If actual attendance materially exceeds the band you selected, we may (in our sole discretion) require an additional fee equivalent to the difference between the band you paid and the appropriate band, payable before the Show archives.

6.5 Currency and tax. The Platform Fee is quoted in pounds sterling (GBP) and is exclusive of VAT unless stated otherwise.

6.6 Service offered "subject to availability". We may, in our reasonable discretion, decline to accept payment of a Platform Fee for a Show that would breach our Terms of Service, our content policies, or applicable law.

7. Platform Fee — refunds

7.1 You are a business customer. You confirm that you enter into this Agreement in the course of operating a Show and not as a consumer. You have no statutory cooling-off right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 or any equivalent consumer protection legislation.

7.2 Goodwill cooling-off period. Notwithstanding clause 7.1, we offer a goodwill cooling-off period of seven (7) days from payment of the Platform Fee, during which you may request a refund, subject to the following:

• No refund after publication. If you publish the Show within the seven-day window, the goodwill refund right ends at the point of publication.
• No refund after AI feature use. If you use any AI Feature within the seven-day window, the goodwill refund right ends at the point of first AI Feature use. Where AI use occurred before payment of the Platform Fee (because AI use triggered the Platform Fee per clause 6.2), the goodwill cooling-off right does not apply.
• Request must be in writing. Refund requests must be sent to [email protected] within the seven-day window.

7.3 Express acknowledgement at checkout. By paying the Platform Fee, you expressly acknowledge that the Service is delivered as soon as the Show is published or as soon as you use an AI Feature, whichever is earlier, and that the goodwill cooling-off period ends at that point.

7.4 After the cooling-off period. After the goodwill cooling-off period has expired, the Platform Fee is non-refundable except where we (in our sole discretion) decide to issue a refund or credit.

7.5 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. Appointment of ShowDayGuide as commercial agent

8.1 Appointment. You hereby appoint ShowDayGuide as your commercial agent for the limited purpose of collecting Placement Fees from Commercial Partners and remitting the Organiser Share to you. This appointment is a key term of this Agreement and is necessary for the operation of the commercial functions of the Service.

8.2 Scope of the agency. The agency is limited in scope as follows:

• ShowDayGuide is authorised to enter into the Commercial Partner Agreement with Commercial Partners on the standard terms published at /terms/commercial-partner-agreement, as in force from time to time, in connection with Placements on your Show.
• ShowDayGuide is authorised to collect Placement Fees from Commercial Partners and to retain the ShowDayGuide Share as its commercial agent commission.
• ShowDayGuide is authorised to issue receipts and similar transactional documentation in respect of Placements.
• ShowDayGuide is authorised to surface your Show to potential Commercial Partners through ShowDayGuide's discovery infrastructure (including without limitation our partner-facing pages at /for-sponsors,/for-advertisers, and similar surfaces, and any direct outreach we conduct from time to time), subject always to your right of refusal as set out in clause 9.
• ShowDayGuide is NOT authorised to negotiate variations to the Commercial Partner Agreement on your behalf except where you have specifically authorised such variations in writing.
• ShowDayGuide is NOT authorised to bind you to any obligation beyond the terms of the Commercial Partner Agreement.

8.3 Principal Partner side letters. Where a Commercial Partner is a Principal Partner, the agency in clause 8.1 includes authority to enter into a side letter incorporating the published Commercial Partner Agreement and our standard Principal Partner framework. Side letters containing material terms that depart from the published framework require your additional written authorisation.

8.4 No revocation while a Placement is in force. You may not revoke or terminate the agency in clause 8.1 in respect of any Commercial Partner Placement that has been purchased and is in force. Revocation may take effect only in respect of new Placements not yet purchased.

8.5 VAT treatment. For VAT purposes:

• Placement Fees are treated as supplies from you (the Organiser) to the Commercial Partner, with ShowDayGuide acting as your agent.
• The ShowDayGuide Share is treated as a separate supply from ShowDayGuide to you (commercial agent commission).
• You are responsible for your own VAT registration and accounting in respect of the Organiser Share, where required. If you are or become VAT-registered, you must notify us so we can adjust our remittance and reporting accordingly.
• ShowDayGuide will provide a statement of Placement Fees collected and ShowDayGuide Share retained, sufficient to allow you to account for VAT.

8.6 Entries. This clause 8.6 applies where the entries feature of the Service is available and is enabled for your Show.

• You appoint ShowDayGuide as your commercial agent for the limited additional purpose of accepting Entries and collecting Entry Fees from Exhibitors on your behalf, and remitting those Entry Fees to you.
• You receive one hundred per cent (100%) of Entry Fees. ShowDayGuide retains no share of Entry Fees, and no deduction is made from Entry Fees for payment processing costs (clause 10.2A).
• ShowDayGuide charges each Exhibitor a Booking Fee for its own account for use of the entries feature. The Booking Fee is ShowDayGuide's own charge to the Exhibitor: it is not an Entry Fee, it is not collected by ShowDayGuide as agent for you or for any other person, and it does not form part of any remittance to you. You have no entitlement to, and no liability for, the Booking Fee, except as set out in clause 11.6.
• The Entry Fee and the Booking Fee are presented to the Exhibitor as separate amounts at the point of entry.
• For VAT purposes, Entry Fees are treated as supplies from you to the Exhibitor, with ShowDayGuide acting as your agent; the Booking Fee is a separate supply from ShowDayGuide to the Exhibitor for ShowDayGuide's own account. ShowDayGuide will provide a statement of Entry Fees collected sufficient to allow you to account for VAT where required.

8.7 Ticket sales. This clause 8.7 applies where the ticketing feature of the Service is available and is enabled for your Show.

• You appoint ShowDayGuide as your commercial agent for the limited additional purpose of selling Tickets to visitors on your behalf, collecting the proceeds of Ticket sales, retaining ShowDayGuide's ticketing commission, and facilitating refunds of Ticket sales on your behalf.
• ShowDayGuide retains a ticketing commission from the proceeds of each Ticket sale, at the rates published or agreed with you at the time the ticketing feature is enabled for your Show. Payment processing costs are passed through at cost. Depending on the configuration you select when enabling the feature, applicable fees are either shown at checkout and paid by the ticket buyer in addition to the ticket price, or absorbed within your ticket price.
• The proceeds of Ticket sales, net of the ticketing commission and the deductions at clause 10.2, are remitted to you in accordance with clause 10 and any payout schedule notified to you at the time the ticketing feature is enabled for your Show.
• For VAT purposes, Ticket sales are treated as supplies from you to the ticket buyer, with ShowDayGuide acting as your agent; the ticketing commission is a separate supply from ShowDayGuide to you.

9. SDG-introduced commercial placements

9.1 Purpose. This clause sets out the additional mechanics that apply when ShowDayGuide acts on the introduction authority granted at clause 8.2 — that is, where ShowDayGuide (rather than you) is the originating source of contact with a potential Commercial Partner. It does not displace any other clause of this Agreement; it is supplemental to clause 8 and sits within the same commercial agent scope.

9.2 Discovery infrastructure. You acknowledge that ShowDayGuide markets the Service to potential sponsors, advertisers, and Principal Partners through pages and channels including but not limited to /for-sponsors, /for-advertisers, /for-vendors, and direct outreach. Where a potential Commercial Partner contacts ShowDayGuide via this discovery infrastructure and expresses interest in placing a Placement on your Show, the following mechanics apply.

9.3 Sponsor reservation, not confirmation. Where an SDG-introduced potential sponsor (or Principal Partner) initiates a Placement purchase, ShowDayGuide will create a payment reservation only. No charge will be processed against the potential sponsor's payment method at the point of reservation. The reservation does not constitute confirmation of the Placement and does not create any binding sponsorship obligation as between you and the potential sponsor.

9.4 Organiser's right of refusal. Where a reservation has been created under clause 9.3, you have a period of three (3) working days from the time ShowDayGuide notifies you of the reservation to refuse the Placement.

• Substantive reason required. Refusal must be accompanied by a substantive reason. A "substantive reason" means a reason that ShowDayGuide, acting reasonably, can recognise as a legitimate ground for refusal. Examples include (without limitation): the potential sponsor is a direct competitor of an existing sponsor or Principal Partner of the Show; the potential sponsor's products or services conflict with the Show's ethos or stated positioning; the potential sponsor has previously had a relationship with the Show that ended on poor terms; or any other reason a reasonable show committee would recognise. Refusal on the basis of mere preference, without a substantive reason, is not a valid refusal under this clause.
• How to refuse. Refusal is communicated through the dashboard surface provided for this purpose, or by email to [email protected] within the three-working-day window, in either case stating the substantive reason.
• Default-approve on no response. If you do not communicate a refusal within the three-working-day window, you are deemed to have approved the Placement, and ShowDayGuide is authorised to confirm the Placement and capture payment from the potential sponsor under clause 9.6.

9.5 Adjudication of refusal. Where you refuse a Placement under clause 9.4 and the potential sponsor disputes the refusal, ShowDayGuide will adjudicate the dispute, acting reasonably and in good faith. ShowDayGuide's adjudication is concerned only with whether the reason for refusal meets the "substantive reason" standard at clause 9.4. Where ShowDayGuide concludes that the refusal does not meet that standard, ShowDayGuide may (in its sole discretion) either confirm the Placement notwithstanding the refusal, or maintain the refusal and discard the reservation. Where ShowDayGuide confirms a Placement against the Organiser's refusal, ShowDayGuide will notify you of that decision and the reasons for it before capture of payment. This clause 9.5 does not give the potential sponsor any direct right against you.

9.6 Confirmation and capture. Where a reservation is approved (whether expressly under clause 9.4, by default under clause 9.4, or by adjudication under clause 9.5), ShowDayGuide is authorised to confirm the Placement and capture payment from the potential sponsor's stored payment method. From the point of capture, the Placement is live and is treated as any other Commercial Partner Placement under this Agreement.

9.7 No charge on refused Placements. Where a Placement is refused under clause 9.4 and the refusal is maintained, no charge will be processed against the potential sponsor's payment method. The reservation is discarded. Because no payment is captured in respect of a refused Placement, no refund clause is required: there is nothing to refund. The existing refund provisions at clauses 7 (Platform Fee — refunds) and clause 11 (Organiser cancellation of Show) are unchanged by this clause 9.7 and continue to apply in their own scope.

9.8 Advertisers. SDG-introduced Advertiser Placements do not use the reservation mechanic at clauses 9.3–9.6. Advertisers pay on purchase and the Placement goes live subject to ShowDayGuide's post-charge content checks (set out in the Commercial Partner Agreement, Schedule 3). You retain the right at any time to flag a live Advertiser Placement on your Show on substantive grounds; the consequences of such a flag are dealt with in the Commercial Partner Agreement.

9.9 Notice and visibility. ShowDayGuide will provide you with reasonable visibility of pending SDG-introduced reservations through the dashboard, and will send a single courtesy reminder before the end of the three-working-day window where a reservation remains pending. The dashboard surface and the courtesy reminder are operational mechanisms only; the substantive position is set out in clauses 9.3–9.7.

10. Revenue share remittance

10.1 Revenue share by Placement type. The Organiser Share by Placement type is as set out in the Commercial Partner Agreement and summarised here:

• Vendor Placements (Enhanced, Silver, Gold): 75% to you
• Sponsor Placements (Digital, Premium, Headline, and Principal Partner): 80% to you
• Advertiser Placements (Listing, Card, Featured): 70% to you
• Digital programme sales (when this feature becomes available): 85% to you
• Entry Fees (when the entries feature becomes available): 100% to you — ShowDayGuide's Booking Fee is charged separately to the Exhibitor (clause 8.6)
• Ticket sales (when the ticketing feature becomes available): proceeds net of ShowDayGuide's ticketing commission and payment processing costs, at the rates and payout schedule applicable at the time the feature is enabled for your Show (clause 8.7)

10.2 Remittance schedule. We will remit the Organiser Share for Placements on your Show on a regular basis, either after the Show has ended or at intervals agreed with you, net of:

• The ShowDayGuide Share
• Payment processing fees attributable to the transactions
• Any refunds payable to Commercial Partners under the Commercial Partner Agreement
• Any chargebacks or disputed payments from your Commercial Partners
• Any amounts you owe to us under this Agreement (for example, an outstanding Platform Fee)

10.2A Entry Fees. In respect of Entry Fees, no deduction is made under clause 10.2 for the ShowDayGuide Share or for payment processing fees; both are covered by the Booking Fee charged to Exhibitors under clause 8.6. Deductions for refunds payable to Exhibitors, for chargebacks or disputed payments, and for amounts you owe to us continue to apply to Entry Fees.

10.3 Method of remittance. We will remit to a UK-based bank account you nominate via the Service. You are responsible for keeping your nominated account up to date. We are not liable for delays or failed remittances arising from incorrect or outdated account details you have provided.

10.4 Audit and reporting. We will provide you with a statement of Placement Fees collected, ShowDayGuide Share retained, deductions made, and net remittance, after each Show ends or with each remittance.

11. Organiser cancellation of Show

11.1 Notification. If you cancel a Show after Commercial Partner Placements have been purchased, you must notify us in writing at [email protected] without undue delay.

11.2 Refunds to Commercial Partners. Per clause 9 of the Commercial Partner Agreement, on cancellation of the Show:

• The Organiser Share of each Placement Fee is refunded in full to the affected Commercial Partner.
• The ShowDayGuide Share is non-refundable (subject to clause 11.4 below).

11.3 Mechanism for refund of Organiser Share. Where the Organiser Share has not yet been remitted to you, we will refund the Organiser Share directly to the Commercial Partner and deduct it from any pending remittance to you. Where the Organiser Share has already been remitted to you, you are responsible for refunding the Commercial Partner. You authorise us, where reasonably necessary, to recover any unremitted Organiser Share from future remittances to you in order to fund refunds owed to Commercial Partners.

11.4 Platform Fee on cancellation. Once paid, the Platform Fee is non-refundable on cancellation by you, subject to clause 7. You may not recover the Platform Fee by cancelling the Show after it has been published or after AI Features have been used.

11.5 No further claim. Beyond the refund mechanics in this clause 11, you have no claim against ShowDayGuide arising from your own cancellation of the Show. ShowDayGuide is not responsible for losses you suffer as a consequence of your decision to cancel.

11.6 Entries and Tickets on cancellation. If you cancel a Show after Entries have been submitted or Tickets have been sold:

• Entry Fees are refundable to Exhibitors, and the proceeds of Ticket sales are refundable to ticket buyers, using the mechanics in clause 11.3, applied to Exhibitors and ticket buyers in the same way as they apply to Commercial Partners.
• ShowDayGuide will also refund to each Exhibitor the Booking Fee associated with each Entry Fee that is refunded in full by reason of your cancellation.
• You will reimburse ShowDayGuide the aggregate amount of Booking Fees refunded under this clause 11.6. ShowDayGuide may recover that amount by deduction from any pending or future remittance to you, or may invoice you for it directly, payable within 30 days.

12. Postponement of Show

If you postpone a Show to a new date, you must notify us promptly. Commercial Partner Placements automatically transfer to the new Show Day at no additional cost to the Commercial Partner, in accordance with the Commercial Partner Agreement.

Where a Commercial Partner is unable to attend the postponed date and exercises their right to a refund under clause 10 of the Commercial Partner Agreement, the refund mechanics in clause 11 of this Agreement apply.

13. Data controller and processor responsibilities

13.1 Organiser as data controller. You are the data controller for Personal Data you upload to the Service or collect through your Show, including (without limitation):

• Vendor and sponsor contact details you enter or display
• Images of identifiable individuals in maps, programmes, or other content you upload
• Personal Data of Visitors that you access via Show analytics dashboards
• Personal Data of Team Members you invite to assist with the Show

13.2 ShowDayGuide as data processor. ShowDayGuide acts as data processor in respect of the Personal Data described in clause 13.1, processing it on your behalf for the sole purpose of providing the Service to you. The terms of this data-processing relationship are set out in the Data Processing Annex to this Agreement.

13.3 Other roles. ShowDayGuide is the data controller for Personal Data we process independently of you — for example, Visitor account data where Visitors create accounts with us directly, our own analytics and operational data, and data we process for security and fraud-prevention purposes. These activities are governed by our Privacy Policy.

13.4 Lawful basis. You warrant that you have a lawful basis under UK GDPR for processing any Personal Data you upload to the Service or collect through your Show. You are responsible for providing transparency information to data subjects in accordance with UK GDPR Articles 13 and 14.

13.5 Data subject requests. If you receive a request from a data subject in relation to Personal Data you process via the Service (including subject access requests, erasure requests, rectification requests, or objections), you are responsible for responding to that request. We will provide reasonable assistance to you in responding to such requests, as set out in the Data Processing Annex.

14. Content publication obligations

When you publish content on your Show through the Service, you warrant that:

• You have all necessary rights to publish that content (including intellectual property rights, image rights, and database rights)
• The content does not violate our Terms of Service, including the prohibited content list at §7 of the Terms of Service
• The content is accurate to the best of your knowledge and is not misleading
• Where the content depicts identifiable individuals (including minors), you have obtained necessary consents and have a lawful basis under UK GDPR
• Where the content includes vendor, sponsor, or advertiser information, the relevant party has consented to that information being displayed in the form you have chosen
• The content complies with applicable advertising standards, including ASA CAP and BCAP codes where relevant

You must respond promptly and in good faith to any complaint or rights-related request relating to content you have published, including requests to correct, take down, or amend content. We may remove or hide content we reasonably believe violates these obligations, as set out in our Terms of Service.

15. Compliance with applicable law

15.1 UK GDPR. You must comply with UK GDPR in respect of any Personal Data you process via the Service, including (without limitation) maintaining lawful basis, providing transparency information, handling data subject requests, and notifying us promptly of any Personal Data breach affecting Personal Data processed via the Service.

15.2 PECR. You must comply with the Privacy and Electronic Communications Regulations 2003 in respect of any push notifications, emails, or other electronic marketing communications you send to Visitors via the Service. In particular, you must obtain appropriate consent before sending marketing communications and must respect Visitors' preferences and opt-outs.

15.3 Equality Act 2010. You must not use the Service to discriminate unlawfully against any individual on grounds of a protected characteristic (race, ethnic origin, religion or belief, disability, sex, sexual orientation, gender reassignment, age, pregnancy and maternity, or marriage and civil partnership). The Service should be accessible to all Visitors regardless of protected characteristic.

15.4 Children. Where your Show is attended by or aimed at minors, you must take particular care that content published is appropriate, that Personal Data of minors is processed lawfully (including, where required, with parental/guardian consent), and that content does not present a risk of harm to minors.

15.5 Other applicable law. You are responsible for compliance with all other applicable law in respect of your Show, including licensing law (e.g. alcohol, music, gambling), food safety, health and safety, animal welfare, and event insurance.

16. AI Features — organiser-specific terms

16.1 What AI Features do. AI Features assist you in creating and managing your Show by processing content you submit (such as CSV files, PDFs, images of printed programmes, or pasted text) and generating structured output for use on the Service.

16.2 Human review required. AI outputs are not guaranteed to be accurate. You must review any AI-generated content (such as imported schedule events or vendor entries) before publishing it, and remain fully responsible for the accuracy and lawfulness of what you publish.

16.3 Triggering Platform Fee. First use of an AI Feature for a Show triggers the Platform Fee for that Show, per clause 6. You will be prompted to confirm Platform Fee payment before AI processing begins.

16.4 Rate limits, spend caps, and unavailability. AI Features are subject to per-user and platform-wide rate limits and daily spend caps. AI Features may be temporarily unavailable if these limits are reached, or if we suspect abuse, or if our AI providers are experiencing issues. AI Feature availability is not a guaranteed component of the Service and its temporary unavailability is not grounds for refund.

16.5 Data handling. Content you submit to AI Features is processed by a third-party AI provider for the sole purpose of generating the requested output. We do not use your content to train AI models, and we contract only with AI providers whose terms similarly prohibit such use of customer data without express consent. Token counts, request metadata, and outcome of AI requests are logged for cost management, abuse prevention, and service improvement.

16.6 No warranty as to AI output. AI Features are provided on an "as is" basis. AI outputs may be inaccurate, incomplete, or unsuitable for your purposes. You are responsible for verifying AI outputs before relying on them.

17. Suspension and termination

17.1 By you. You may stop using the Service at any time. To delete your account or a specific Show, contact [email protected].

17.2 By us. We may suspend or terminate your account or specific Shows immediately, without notice, where:

• You breach this Agreement, the Terms of Service, or applicable law
• Your Show contains prohibited content as set out in the Terms of Service
• We are required to do so by law, court order, or competent regulatory authority
• The Show is fraudulent, misleading, or being used for a purpose inconsistent with the Service
• You fail to pay sums owed to us (including the Platform Fee or recovery of refunds owed to Commercial Partners under clause 11.3)

17.3 Effect of termination. On termination of your account or a Show:

• Your right to use the Service in respect of the terminated account or Show ceases immediately
• Commercial Partner Placements on the terminated Show may be affected; in such cases, refunds to Commercial Partners are handled per clause 11 of this Agreement and clause 9 of the Commercial Partner Agreement
• You remain liable for any sums owed to us at the date of termination
• We may retain copies of content and data for the periods set out in our Privacy Policy and Terms of Service

17.4 Data export. Before terminating your account, you may request an export of content and Personal Data we hold about you under this Agreement, per UK GDPR Article 20. We will provide this in a structured, commonly used, machine-readable format within thirty (30) days of your request.

17.5 Standalone right of suspension. Separately from our termination rights under clause 17.2, we may suspend your access to the Service, any Show, or any specific feature 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 account or activity poses a security, integrity, or safeguarding risk to the Service, to Visitors, to Commercial Partners, 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, your obligations under this Agreement continue (including payment obligations), but our obligation to provide the Service 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 access, or escalate to termination under clause 17.2, 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.

17.6 Insolvency. We may terminate this Agreement 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.

17.7 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 17.7 does not apply where you are an individual or unincorporated body (including a committee of an agricultural show that is not incorporated).

18. Survival

Termination of this Agreement does not affect:

• Accrued rights and liabilities up to the date of termination
• Sponsor archive retention licences granted under the Commercial Partner Agreement
• Any clauses of this Agreement that by their nature should survive (including clauses 8 [agency], 9 [SDG-introduced placements], 10 [revenue share remittance], 13 [data], 19 [content licence], 20 [warranties], 21 [limitation of liability], 22 [indemnification], 23 [governing law], and the Data Processing Annex)

19. Content licence from Organiser to ShowDayGuide

19.1 Licence grant. You retain ownership of content you upload to your Show. By uploading content, you grant ShowDayGuide a non-exclusive, royalty-free, worldwide licence to host, display, reproduce, adapt (including resizing, compressing, and format-converting), distribute, and make available that content through the Service for the purposes of providing the Service to you, providing the Service to Visitors, and operating, promoting, and improving the Service.

19.2 Duration. The licence under clause 19.1 lasts for as long as the content remains on the platform, plus a reasonable period afterwards to fulfil legal obligations and maintain technical backups.

19.3 Archive state. When your Show enters its archived state (after the post-Show window has expired), we may continue to display certain content (including sponsor logos under the perpetual licence granted under the Commercial Partner Agreement) as part of the Show's permanent record.

19.4 Promotional use. We may use anonymised, aggregated, or genericised summaries of Shows (for example, "average visitor counts at country shows on the platform") for promotional and analytical purposes. We will not use your Show's name, branding, or identifiable content for promotional purposes without your prior written consent, except where the content is already publicly visible on your Show page and we link to or screenshot it for marketing purposes (e.g. sharing your Show page on our own social media). You may opt out of this kind of promotional use by writing to [email protected].

19.5 Derived data and AI outputs. The licence granted at clauses 19.1–19.4 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 Shows (including without limitation visitor counts, engagement rates, vendor categories, schedule patterns, and 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 19.1–19.4.
• 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 schedule entries from a programme document or vendor details from a website), the underlying factual content remains yours and you may use the resulting structured output in respect of your own Show. 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 19.5 grants ShowDayGuide ownership of the underlying content you have submitted to your Show, which remains yours subject to the licence at clauses 19.1–19.4.

20. Organiser warranties

You represent and warrant that:

• You have authority to enter into this Agreement on behalf of the show organising body
• You will use the Service in accordance with this Agreement, the Terms of Service, and applicable law
• All content you publish on your Show is accurate, lawful, and does not infringe third party rights
• You have all necessary rights, licences, permits, and authorisations to organise and run the Show in the real world (including, where applicable, premises licences, music licences, food safety registrations, animal welfare compliance, and insurance)
• You will perform your obligations under this Agreement (and under the Commercial Partner Agreement, in respect of your relationship with your Commercial Partners) honestly, in good faith, and in a timely manner
• You are not in breach of any other contract, court order, or statutory obligation that would prevent you from performing this Agreement

21. Limitation of liability

21.1 Liability cap. Subject to clause 21.4, 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 fees you have paid to ShowDayGuide in the twelve (12) months immediately preceding the event giving rise to the liability;
• The Platform Fee paid for the Show in respect of which the liability arose (or, where the liability does not relate to a specific Show, the Platform Fee for the most recent Show for which you have paid); or
• One hundred pounds sterling (£100).

21.2 Excluded losses. Subject to clause 21.4, 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 of the Show (low attendance, weather, operational failures, judging disputes, vendor or visitor incidents)
• Losses arising from temporary unavailability of any part of the Service, including AI Features subject to spend caps or rate limits
• Losses arising from your Commercial Partners' conduct or from disputes between you and your Commercial Partners
• Losses arising from inaccurate or unlawful content that you published on the Service

21.3 Reliance. You acknowledge and agree that we have set our prices on the basis of the limitations of liability in this clause 21, and that the prices would be significantly higher if we accepted unlimited liability.

21.4 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

22. Indemnification

22.1 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 20
• Your breach of any other provision of this Agreement
• Any content you publish on the Service that infringes a third party's rights or violates applicable law
• Any dispute between you and a Commercial Partner arising from the underlying commercial relationship (clause 3 of the Commercial Partner Agreement)
• Any dispute between you and a Visitor arising from your operation of the Show
• Any tax liability (including VAT) for which you are responsible under clause 8.5 and which you have failed to discharge
• Any failure by you to comply with UK GDPR or PECR in respect of Personal Data you have processed via the Service

22.2 Procedural conditions. Our right to claim under clause 22.1 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.

22.3 Cap excludes indemnity. For the avoidance of doubt, the liability cap in clause 21 applies to claims by you against us; it does not limit our right to claim against you under this clause 22.

22.4 No double recovery. Where a matter is both indemnifiable under this clause 22 and a breach of warranty under clause 20, we may pursue only one remedy.

22.5 Consumer carve-out. Where you are a consumer within the meaning of the Consumer Rights Act 2015, your liability under this clause 22 is capped at the total fees paid by you to us under this Agreement.

22.6 IP indemnity from us. We will defend, indemnify, and hold you harmless against any third-party claim that the Service, in the form provided by us, infringes that third party's intellectual property rights in the United Kingdom. Our liability under this clause 22.6 is capped at the amount calculated under clause 21.1 (Liability cap). This indemnity does not apply where the claim arises from:

• Your use of the Service in combination with other materials or services not provided by us;
• Your modification of any output of the Service;
• Content that you have submitted to the Service; or
• Your breach of this Agreement.

Our liability under this clause 22.6 is your sole and exclusive remedy in respect of third-party intellectual property claims relating to the Service. The procedural conditions at clause 22.2 apply (with references to "you" and "us" reversed) to your right to claim under this clause 22.6.

23. 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.

24. General

24.1 Assignment. You may not transfer, assign, or sub-licence your rights under this Agreement without our prior written consent, except for the ownership-transfer mechanism described in clause 4.5. We may transfer or assign our rights under this Agreement as part of a corporate reorganisation, sale, or similar transaction.

24.2 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.

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

24.4 Entire agreement. This Agreement, together with our Terms of Service, the Commercial Partner Agreement, Privacy Policy, Cookie Policy, and the Data Processing Annex, constitutes the entire agreement between you and ShowDayGuide in relation to your use of the Service as an Organiser. It supersedes any prior understandings, communications, or agreements about the same subject matter.

24.5 No partnership. Nothing in this Agreement creates a partnership, joint venture, or employment relationship between you and ShowDayGuide, save for the limited commercial agency in clause 8.

24.6 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 sum accrued under this Agreement.

24.7 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.

25. Contact and notices

For general questions about this Agreement: [email protected]

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

For content safety concerns: [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 associated with your organiser account. You are responsible for keeping that email address up to date.

26. Document version history

Version 1.3 — Effective 21 July 2026. Adds definitions of Booking Fee, Entry, Entry Fee, Exhibitor, and Ticket. Adds clause 8.6 (entries: extension of the commercial agency to the collection of Entry Fees; the Organiser receives 100% of Entry Fees; the Booking Fee as ShowDayGuide's own charge to the Exhibitor) and clause 8.7 (ticket sales: extension of the commercial agency to the sale of Tickets, ticketing commission, and remittance framework). Adds clause 10.2A (no ShowDayGuide Share or processing-fee deduction from Entry Fees) and entries and ticketing lines at clause 10.1. Adds clause 11.6 (refunds of Entry Fees, Ticket proceeds, and Booking Fees on Organiser cancellation, and Organiser reimbursement of refunded Booking Fees). No clauses are renumbered.

Version 1.2 — Effective 25 May 2026. Incorporates second-pass solicitor-style review changes. Fixes a sub-clause label renumbering bug at clause 10. Adds clause 17.5 (standalone right of suspension), clause 17.6 (insolvency termination trigger), clause 17.7 (change of control), and clause 19.5 (derived data and AI outputs ownership). Restructures clause 21.1 (liability cap, triple-floor) and clause 22 (indemnification, with procedural conditions, consumer carve-out, and reciprocal IP indemnity from ShowDayGuide at 22.6). Broadens clause 24.6 (force majeure).

Version 1.1 — Effective 25 May 2026. Adds clause 9 (SDG-introduced commercial placements) and extends clause 8.2 (scope of agency) with a new bullet confirming that ShowDayGuide's introduction of potential Commercial Partners to the Show sits within the same commercial agent scope. Renumbers clauses 10 onwards and updates internal cross-references throughout (in particular the survival list at clause 18 and the refund cross-reference to the Commercial Partner Agreement at clauses 11 and 12).

Version 1.0 — Effective 13 May 2026. Initial publication.

A1. Subject matter of processing

The processing of Personal Data by ShowDayGuide on behalf of the Organiser, for the purpose of providing the Service.

A2. Duration of processing

For the duration of the Organiser Agreement, including the archived state of any Show, until terminated or until the Personal Data is deleted in accordance with the Organiser's instructions or the retention periods set out in our Privacy Policy.

A3. Nature and purpose of processing

Storing, organising, displaying, transmitting, and analysing Personal Data in order to provide the Service to the Organiser and to Visitors of the Organiser's Show, including:

• Hosting Show content uploaded by the Organiser
• Displaying Show information to Visitors via web browsers
• Processing engagement analytics for the Organiser's benefit
• Sending push notifications and emails on behalf of the Organiser
• Processing AI-assisted content imports submitted by the Organiser
• Maintaining records and backups for security and continuity

A4. Types of Personal Data

• Contact details of vendors, sponsors, advertisers, and other business partners uploaded by the Organiser
• Images of identifiable individuals contained in Show maps, programme covers, or similar content
• Email addresses and login data of Team Members
• Visitor engagement data (anonymised by default; identifiable only where Visitors create accounts with us)
• Push notification subscription tokens of Visitors who have opted in

A5. Categories of data subjects

• Show vendors, sponsors, advertisers, and other commercial partners
• Team Members invited by the Organiser
• Visitors to the Organiser's Show
• Individuals depicted in Show content uploaded by the Organiser

A6. Processor obligations

ShowDayGuide shall:

• Process Personal Data only on documented instructions from the Organiser, except where required to process for other reasons by UK or EU law (in which case we will inform the Organiser of that legal requirement unless prohibited by law from doing so)
• Ensure that persons authorised to process the Personal Data are bound by confidentiality obligations
• Implement appropriate technical and organisational measures to ensure security of processing, including (without limitation) role-based access control, row-level security on user data, encryption in transit, rate limiting, bot detection, and automated content safety scanning
• Engage sub-processors only with the Organiser's general authorisation, and inform the Organiser of any intended changes to sub-processors (a current list of sub-processor categories is provided in our Privacy Policy)
• Assist the Organiser in responding to data subject requests (subject access, erasure, rectification, restriction, data portability, objection)
• Assist the Organiser in ensuring compliance with their obligations under UK GDPR Articles 32 to 36, including notifying the Organiser of any Personal Data breach affecting the Organiser's data without undue delay after becoming aware of it
• On termination of the Organiser Agreement, delete or return all Personal Data to the Organiser in accordance with the Organiser's instructions, subject to retention periods required by law
• Make available to the Organiser information necessary to demonstrate compliance with this Annex, and allow for and contribute to audits conducted by the Organiser or an auditor mandated by the Organiser, on reasonable notice and at the Organiser's cost

A7. International transfers

Where any sub-processor processes Personal Data outside the United Kingdom, we rely on appropriate transfer mechanisms (UK adequacy regulations, UK International Data Transfer Agreement, or other lawful mechanism). Details are set out in our Privacy Policy.

A8. Liability and indemnification under the Annex

The liability provisions of clause 21 of the Organiser Agreement apply to liability arising under this Annex, except where UK GDPR specifically allocates liability to either party. Nothing in this Annex affects the joint and several liability of controller and processor under UK GDPR Article 82 in respect of harm to data subjects.