1. INTRODUCTION
1.1. This document sets out the terms and conditions on which VisitScotland (VS) provides its products and services. Any Operator that submits an Order to VisitScotland in respect of any products or services agrees to be bound by, and to comply with, the Terms.
1.2 In this document, the following terms have the meanings given to them below:
"Accepted Order" means the Order submitted by or on behalf of the Operator that has been accepted by VS in accordance with section 2.1.1 below; "Business Marketing Information" means the information that is provided by the Operator to VisitScotland as part of its application form for a Business Web Listing under the section of that form headed "Business Marketing Information";
"Business Web Listing" means any listings of holiday accommodation and other tourism-related businesses belonging to, managed by, or made available, by the Operator and other operators that are published on the visitscotland.com website from time to time;
"Code" means the code of conduct set out in section 3 below;
"Fees" means the fees (if any) payable by the Operator for the Products and Services as specified in the Accepted Order;
“Laws” means any law, statute, bye-law, regulation, order, regulatory policy, guidance or industry code, rule of court or directives or requirements of any regulatory body, delegated or subordinate legislation or notice of any regulatory body, in each case that is applicable in the relevant jurisdiction(s).
"Material" means all text, images, pictures, photographs, documents, graphics and other materials (in whatever form or medium) that are provided by the Operator to VS and/or its agents or representatives under and/or in connection with the Products and Services and/or the Terms for the purposes of marketing the Operator's business, which shall include, without limitation, all Business Marketing Information and any other materials or information that are provided or uploaded by the Operator via and/or for use on any VS Site and/or are provided by the Operator for use in connection with any promotional brochures or other materials produced by or on behalf of VS;
"Operator" means the person, company or other body that submitted the Order to VS;
"Order" means the order submitted to VS by or on behalf of the Operator requesting that VS provide the Products and Services, described in that order, which order may (without limitation) be submitted using an order form that is completed on any VS Site, an order form that is submitted electronically to VS via e-mail, a paper order form that is delivered to VS by post or in person to a VS iCentre, or by such other means (including, for example, by submission of details relating to the Operator by any Web Booking Service Provider or any other of its agents or other service providers and/or by any trade association or other group in which the Operator may participate) as may be approved or permitted by VS from time to time;
"Products and Services" means the products, services including but not limited to Business Web Listings, and/or marketing or promotional activities described in the Accepted Order;
"Terms" means this document (as it may be updated by VS from time to time), together with the Accepted Order and all other documents referred to in this document;
"VS" means VisitScotland, an executive non-departmental government body established under the Development of Tourism Act 1969 and having its principal office at Ocean Point One, 94 Ocean Drive, Edinburgh, EH6 6JH, United Kingdom;
"VSQAS" means any of VS's quality assurance schemes from time to time;
"VS Sites" means the websites operated by VS at visitscotland.com, visitscotland.org and such other websites and/or mobile applications as may be operated by or on behalf of VS at any time (and shall include, for the avoidance of any doubt, any parts of such sites or applications that are operated by any third party);
"Web Booking Engine" means any application that provides real time availability information about Business Web Listings relating to holiday accommodation and tourism related businesses and permits customers to place bookings directly with the Operator; and
"Web Booking Service Provider" means any provider of a Web Booking Engine.
1.3. VS is committed to promoting and developing the tourism industry for the benefit of all industry stakeholders. The Operator recognises the benefits, both to individual tourism businesses and the industry as a whole, of improving the quality and value offered by every business involved in the industry.
1.4 In pursuit of the aim set out in section 1.3 above, the Code applies to all Operators. In addition, for Operators that participate in a VSQAS or a third party quality assurance scheme that is recognised by VS, the schedule of conditions (or other terms and conditions of membership) applicable to the VSQAS or the relevant third party quality assurance scheme also apply to those Operators.
1.5 In construing these Terms, general words introduced or followed by the word “other” or “including” or “in particular” shall not be given a restrictive meaning because they are followed or preceded (as the case may be) by particular examples intended to fall within the meaning of the general words and accordingly where the words “include” or “including” appear in these Terms they are construed as meaning without limitation.
2. WORKING WITH VISITSCOTLAND
2.1. Commencement and Performance
2.1.1. The Terms will have effect from the date that VS accepts an Order submitted by or on behalf of the Operator. An Order constitutes an offer by the Operator to purchase or receive the Products and Services from VS in accordance with these Terms, and VS will be deemed to have accepted an Order when it issues a written acceptance or confirmation of the relevant Order, or when VS acts in a manner that is consistent with the fulfilment of that Order (whichever is the earlier). VS reserves the right to refuse any Order or other application for the receipt of products and/or services from VS. An Order shall not be binding on VS unless and until it is accepted by VS in accordance with this section 2.1.1.
2.1.2. VS will provide the Products and Services subject to and in accordance with the Terms and the Accepted Order. For the avoidance of any doubt, (i) VS shall not be obliged to provide any products and/or services to the Operator pursuant to the Terms other than the Products and Services expressly stated in the relevant Accepted Order and (ii) the Terms apply to the exclusion of any other terms that the Operator seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 Payment
2.2.1. The Operator shall pay the Fees (if any) due to VS by the method, and within the timescale, specified by VS in the Accepted Order (or in the confirmation or acceptance issued by VS). VS shall be entitled to specify the required method of payment for an Order at its sole discretion. VS may require payment by credit card or debit card at the time an Order is submitted, or in certain circumstances by electronic payment following receipt of an invoice from VS. If VS agrees to periodic electronic invoicing, it is the Operator's duty to ensure that its contact and payment details are kept up to date at all times.
2.2.2. If an Operator does not pay the Fees in full within the specified time (which, in the case of payments due following receipt of an invoice from VS, shall be no more than 30 days after the date of VS's invoice), VS will have no obligation to provide the relevant Products and Services (and/or any other products and services) to the Operator and shall be entitled to cease providing the relevant Products and Services (and any other products or services) with immediate effect and without any liability to the Operator.
2.2.3. Unless VS expressly advises the Operator to the contrary, the Fees are stated exclusive of VAT, which shall be payable by the Operator in addition at the applicable rate.
2.2.4. Subject to section 5.2.1 below, all Fees paid by the Operator are non-refundable and if the Operator wishes to cancel all or any part of the Products and Services after the Order has been accepted by VS, VS shall not be obliged to provide any refund of the Fees to the Operator. Any refund that VS may (at its sole discretion) elect to provide to the Operator shall be subject to deduction by VS of an appropriate cancellation charge.
2.3 References to Working with VisitScotland
2.3.1. During the relevant period specified by VS (at its sole discretion) in connection with the relevant Products and Services, the Operator may
(i) display a sticker, a copy of the Code and any other promotional materials made available by VS in connection with the relevant Products and Services
(ii) refer to the fact that it is "Working with VisitScotland" in the Operator's promotional materials in connection with the relevant Products and Services and
(iii) where it is a member of the VSQAS, display a current Quality Assurance Award (where applicable, and in accordance with the VS Quality Assurance Schedule of Conditions). Unless otherwise agreed in writing with VS, the Operator shall not refer to or imply any other association with VS. When VS ceases to provide the relevant Products and Services to the Operator (including, without limitation, pursuant to section 5.2 below), the Operator will immediately stop using any such promotional materials and shall ensure that it complies (without limitation) with the Consumer Protection From Unfair Trading Regulations 2008.
2.3.2. For the avoidance of any doubt, where any Operator (who was previously a member of the VSQAS) ceases to participate in the VSQAS, that Operator is bound (in accordance with the VSQAS Schedule of Conditions) to remove any promotional material (including wall plaques and window stickers and any other promotional material pertaining to their VSQAS quality grading) and also delete any reference to the VSQAS and/or any grading awarded in any advertising or business materials or media (including, without limitation, on the Operators' website).
3. CODE OF CONDUCT
This Code of Conduct applies to all Operators. In addition, Operators who are participating in a VSQAS (or a third party quality assurance scheme recognised by VS) are also required to meet the relevant standards applicable to the VSQAS or third party quality assurance scheme (as applicable).
3.1 Customer Care
The Operator will ensure that high standards of customer care are evident in correspondence and contact with customers. All of the Operator's staff will be expected to deal with customers in a courteous, efficient and polite manner. Complaints from customers or prospective customers will be dealt with courteously and promptly, with every effort made to resolve them to the satisfaction of all involved.
The Operator understands that a helpful and friendly attitude reflects well on its individual business, on the local area, as well as on Scotland as a whole. Therefore the Operator and its staff will take a positive and proactive approach to dealing with queries from the general public (whether they are their own customers or not). The Operator will encourage all staff to develop a good knowledge of the local area, local attractions and tourist services.
The Operator will ensure that both the Operator and its staff receive appropriate training and development where required or beneficial, whether in specific technical skills or in more general customer care.
The Operator will ensure that both the Operator and its staff will not 'post' any inflammatory, derogatory or defamatory comments about another VS operator and/or its staff on any third party web site of the nature of Google, Trip Advisor, etc.
3.2 Safety, Maintenance and Hygiene
The Operator will make sure that all buildings, premises, equipment and vehicles comply with all relevant health and safety legislation, are maintained in sound condition, and fit for the purposes intended; and that high standards of safety are maintained at all times.
The Operator will ensure that the highest standards of cleanliness and hygiene will be maintained at all times.
3.3 Pricing and Advertising
3.3.1 The Operator will ensure that the prices of all products, services and commission offered by it are made clear and unambiguous, including any surcharges or charges for additional services. Where prices are agreed in advance, these will not be exceeded. A receipt or VAT receipt (if applicable) will be available to customers if requested.
3.3.2 The products and services on offer will be described fairly and clearly in all advertising – whether by printed brochures, web sites, word of mouth, or any other means. This will be kept up to date, and any changes advised to prospective customers. These products or services should be supplied or delivered as agreed with the customer, or as advertised – for example opening hours, appointments, reservations and commissions will be honoured.
3.3.3 Operator's own terms and conditions for bookings relating to Business Web Listings:-
(a) The Operator must display, either on the VS Site, or via a link to its own site, or (where applicable) via the link from the Operator's appointed Web Booking Service Provider, its own terms and conditions for the booking of accommodation and/or provision of products or services in respect of its establishment;
(b) The Operator's terms and conditions must be stated in a clear and unambiguous manner, and in particular, the customer and/or its agent must be able to determine the following:-
i) Any deposit payable, and whether it is refundable or not;
ii) Terms and conditions surrounding late arrival;
iii) The procedure for cancellation(s);
iv) Whether any cancellation charges are payable and, if so, the amount;
v) Whether there are any special rules and charges to be considered, e.g. the keeping of animals, use and cost of heating and lighting, etc.; and
vi) Any other pertinent conditions applicable;
(c) Under no circumstances will VS be liable to the Operator for any failure by the Operator to display the Operator's terms and conditions, and/or its inability to obtain part or full satisfaction from a customer for any amounts outstanding in respect of any accommodation or services so booked via a Web Booking Engine.
3.3.4 Operator's own commissions on the Business Web Listing must be honoured. If not, the listing will be removed from the website.
3.4 Misrepresentation
Members of a VSQAS must adhere to the rules and regulations of the relevant VSQAS regarding misrepresentation. If not a member of a VSQAS, and without prejudice to section 4 below, the Operator will ensure that their products, services, premises and/or facilities are not misrepresented in any way.
3.5 Legislation and Insurance
It is the Operator's responsibility to be aware of, and comply with, all relevant statutory obligations and local licensing requirements relating to its business (including, but not limited to, all statutory obligations and local licensing requirements relating to equality, health and safety, consumer protection, anti-corruption and prevention of modern slavery) and to ensure that the Operator and its staff comply with these. It is the Operator's responsibility to take out and maintain sufficient insurance relating to its business.
4. ADVERTISING AND PROMOTION
4.1 Provision of Marketing Information
4.1.1 The Operator hereby grants to VS and its agents, contractors, representatives and partners a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to use all Material for the purposes of providing the Products and Services, promoting the Operator's business and promoting tourism in Scotland. Unless the parties agree otherwise in writing in respect of specific Materials, this licence shall include the right for VS to:
(a) use any Material in order to provide the Products and Services
(b) use any Material in connection with the promotion and/or provision of any other products and/or services by VS or its contractors, agents or representatives to, or in respect of, the Operator from time to time;
(c) provide any Material to other public sector bodies in connection with relevant legal and/or regulatory requirements (including, but not limited to, in order to assist the police in missing persons' enquiries); and
(d) provide any Material to third party parties selected by VS for the purposes of promoting the Operator's business and/or promoting tourism in Scotland.
4.1.2 The Operator represents, warrants and undertakes to VS that:
(a) it owns all rights in and to the Material;
(b) all text contained within the Material will be written and compiled in its entirety by the Operator, with the exception of any quoted texts or text expressly commissioned in writing by the Operator from a third party (provided that the relevant intellectual property rights in and to the same are owned by the Operator);
(c) the Material does not violate or infringe upon the rights of any third party (including, but not limited to, any rights of copyright, trade mark, privacy or other intellectual property rights);
(d) the Material can be utilised by VS across all channels and media (for example, images supplied for print advertising can be utilised in web listings and vice versa);
(e) the Material contains nothing defamatory, obscene or otherwise unlawful, and that it does not breach any confidence or invade the privacy of any person and is not in breach of any legislation;
(f) the Material does not breach, or risk being in breach of any UK law or other legal duty or obligation owed by you or VS; and
(g) all statements in the Material purporting to be factual are true and based upon reasonable research for accuracy, and that no directions or instructions, if followed accurately, will cause damage or injury to the user or to third parties.
4.1.3 For the avoidance of any doubt, the warranties in section 4.1.2 above include (without limitation) all Material supplied by the Operator via a VS official order form (including online ordering systems) all advertising material provided by the Operator for inclusion in VS printed materials
4.1.4 It is the responsibility of the Operator to check the accuracy of all Material (including, without limitation, any listings or advertisements (in whatever medium) prepared by or on behalf of VS using the Material), as Material is published by or on behalf of VS without any guarantees, conditions or warranties as to accuracy on the part of VS (to the extent permitted by law).
4.1.5 Without prejudice to section 4.1.2 above, where the Operator uses any VS Site to upload Material or for any other purpose, the Operator shall further be subject to the VS Sites' Terms of Use, Privacy Policy, and the rules and policies contained in the Acceptable Use Policy (each as updated by VS from time to time).
4.1.6 The Parties acknowledge and agree that:
(a) subject to paragraph (b) below, VS (and its licensors) own all intellectual property rights in and to the content of all VS Sites and all publications (in whatever medium) published by or on behalf of VS from time to time, and nothing in the Terms grants the Operator any rights of licence and/or use in respect of such intellectual property rights except to the extent expressly stated in the Terms; and
(b) without prejudice to section 4.1.1 above, the Operator owns all intellectual property rights in and to the Material that is provided by it to VS.
4.2 Use of Marketing Information
4.2.1 VS reserves the right to refuse to accept (or, where applicable, to amend) all or any part of any Material provided by the Operator in relation to any Products and Services (including any reference to a website, or information contained on a website, that an Operator requests VS to promote).
4.2.2 VS is unable to guarantee the date of insertion, position, wording or quality of any advertisement.
4.2.3 Unless otherwise agreed between VS and the Operator, VS is unable to return any Material provided to it by the Operator.
4.2.4 The Operator undertakes to timeously provide content, and timeously respond to requests to proof check content, prior to the relevant dates of publication of any Material.
4.3 Other VisitScotland Products, Services and Marketing Activities
4.3.1 The Operator acknowledges that additional terms and conditions may apply in respect of the Operator's participation in any other VS and/or related third party products, services and/or other marketing activity, including (without limitation) the rules applicable to each VSQAS, and any specific terms and conditions applicable to:
(a) particular VS events and exhibitions; and
(b) particular products and services offered via any VS Site, Visitor Information Centres, or Contact Centre.
4.3.2 In the event of a conflict between the provisions of the Terms and the terms and conditions applicable to any specific VS product, service and/or marketing activity, the terms and conditions applicable to that specific product, services and/or activity shall have precedence.
5. GENERAL
5.1 Inspection of Facilities
VS reserves the right to inspect the premises, facilities products and/or services of any Operator (including by "mystery shopping") to monitor compliance with the Terms.
5.2 Termination
5.2.1 Without prejudice to section 5.2.2 below, VS may cease the provision of all or any part of the Products and Services and terminate all or any part of these Terms for any reason on providing not less than 14 days prior written notice to the Operator. In the event that VS exercises its rights pursuant to this section 5.2.1 (and not in any other circumstances of cessation of all or part of the Products and Services and/or termination of all or part of the Terms), VS shall refund to the Operator a proportionate amount of the Fees (if any) that have been paid by the Operator which relate to the Products and Services that have not been provided by VS as at the effective date of termination (as determined by VS in its sole discretion, acting reasonably). For the avoidance of any doubt, where the relevant Products and Services have been provided by VS at no cost to the Operator, there shall be no amounts due by VS to the Operator where VS exercises its rights under this section 5.2.1.
5.2.2 VS is also entitled to cease the provision of the Products and Services and terminate these Terms at any time on notice to the Operator and with immediate effect (and without any liability by VS to the Operator) in the event that:
(a) VS reasonably considers that the Operator has caused damage to VS's interests, reputation or standing; or
(b) subject to section 5.2.3 below, VS receives a complaint about the Operator which, after investigation of such complaint, VS (in its sole discretion) believes to be sufficiently serious; or
(c) VS receives three or more written complaints within one Scheme Year or where access to the Operator's listed establishment by VS for the purposes of inspection has been refused or denied by the Operator on more than two occasions, and in the sole opinion of VS, such refusal or denial of access is being used to frustrate the efforts of VS to examine the premises; or
(d) the Operator suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR (being a partnership) has any partner to whom any of the foregoing apply; or
(e) the Operator ceases to carry on its business and/or a change of ownership occurs in relation to the Operator (if a body corporate) and/or a change of ownership occurs in relation to the accommodation, property or other facilities operated by the Operator; or
(f) the Operator has breached any of the Terms (including, but not limited to, any of the terms of the Code of Conduct); or
(g) the Operator fails to pay, or, in the past, has failed to pay, any sums due to VS (whether under the Terms or otherwise) on time and/or in full.
5.2.3. In the event that VS exercises its rights pursuant to section 5.2.2(b), the Operator will be informed in writing by letter, and the Operator may write to VS to appeal the decision within 15 days of receipt of the letter. Without prejudice to VS's other rights under this Agreement, VS's final decision in respect of any appeal will be binding upon the Operator.
5.2.4 Expiry or termination of the Terms for whatever reason shall not affect the accrued rights of the parties arising out of the Terms as at the date of expiry or termination and, in particular, the right to recover damages from the other, nor shall expiry or termination affect the continuance in force of any provision contained within the Terms which is expressly or by implication intended to continue in force on or after such expiry or termination, including, without limitation, sections 4.1, 5.3, 5.5, 5.6 and 7.
5.3 Indemnity
5.3.1 The Operator shall fully indemnify and keep indemnified VS from and against all costs, claims, expenses (including reasonable legal expenses), liability, losses or damage that VS may suffer or incur as a result of or in connection with:
(a) the Operator's breach of any of the terms of section 4.1 above; and
(b) any claims or actions that are raised against VS by any third party in connection with the acts, omissions, negligence, default and/or breach of the Operator and/or any of its staff; and
(c) any breach by the Operator of any of the Terms.
5.3.2 Without prejudice to the terms of section 5.3.1 above, VS will notify the Operator as soon as reasonably practicable after it becomes aware of any claim or action by a third party of the nature described in section 5.3.1(b) above and may (at VS's discretion) allow the Operator to conduct the defence of such claim or action.
5.4 Change of Ownership
Without prejudice to section 5.2.2 (e), the Operator is required to notify VS if it ceases to carry on business or if a change of ownership occurs in relation to the Operator (if a body corporate) and/or in relation to the accommodation, property or other facilities operated by the Operator. If the Operator is participating in a quality assurance scheme (whether a VSQAS or a third party scheme recognised by VS), any awards are non-transferable, and the new owner is required to apply to VS as a new Operator in accordance with the schedule of conditions applicable to the VSQAS or third party quality assurance scheme (as applicable).
5.5 Data Protection and Access to Information
5.5.1 Each of VS and the Operator shall comply with its obligations under the General Data Protection Regulation (Regulation (EU) 2016/679), the Data Protection Act 2018 and/or any corresponding or equivalent national laws or regulations and any replacement, amendment, re-enactments or consolidation of the same from time to time and related guidance from the UK Information Commissioner. The Operator acknowledges that the personal contact data that it provides to VS will be held and processed in accordance with VS’s Privacy Policy (as amended from time to time). The Operator further acknowledges that the personal contact data that it provides to VS may require to be disclosed by VS to relevant third parties in connection with the provision of the Products and Services, including, without limitation, to VS’s contractors, agents or representatives involved in the provision of those Products and Services.
5.5.2 The Operator acknowledges that VS, as a public sector body, is subject to the requirements of certain access to information legislation in the United Kingdom, including (without limitation) the Freedom of Information (Scotland) Act 2002, the Access to Environmental Information (Scotland) Regulations 2004 and the Public Sector Reform (Scotland) Act 2010 (referred to in this section 5.5.2 as the "Information Laws"). The Operator acknowledges that VS may be obliged under the Information Laws to disclose information held by VS which relates to the Operator. For the avoidance of doubt, VS shall be responsible for determining in its absolute discretion whether any information requires to be disclosed in accordance with the provisions of the Information Laws and shall have no liability to the Operator in respect of such determination and/or disclosure.
5.6 Limitation of Liability
5.6.1. Nothing in the Terms shall exclude or limit the liability of either party for death or personal injury resulting from its own negligence, nor for any other liability that cannot be excluded or limited at law.
5.6.2 Subject to sections 5.6.1 and 5.6.3, in no event shall VS's aggregate liability to the Operator under or in connection with these Terms exceed the aggregate fees paid by the Operator in respect of the Products and Services (or, where no Fees are payable by the Operator in respect of the Products and Services, an amount equal to £500).
5.6.3 Subject to section 5.6.1, VS shall have no liability whatsoever to the Operator:
(a) for any consequential or indirect loss or damage;
(b) for (i) loss of profit, (ii) loss of business, (iii) loss of revenue, (iv) loss of data, (v) loss of goodwill and/or (vi) loss of anticipated savings;
(c) in relation to any action or claim by any customer of the Operator or any other third party which relates to or is connected with the acts, omissions, negligence, default and/or breach of the Operator and/or any of its staff; and/or
(d) to the extent that any claim is directly or indirectly caused or affected by the Operator's breach of contract or any dishonest, fraudulent or criminal act of the Operator or any of its employees, sub-contractors or agents; and/or
(e) in relation to any error, breach or failure by any Web Booking Service Provider and/or any other third party engaged by or on behalf of the Operator.
6. PREVENTION OF CORRUPTION
The Operator shall:
(a) comply with all applicable Laws, regulations, codes and guidance relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010 ("Relevant Requirements"); and
(b) have and shall maintain in place throughout the term of this Agreement, and enforce where appropriate, its own policies and procedures to comply with the Relevant Requirements, including but not limited to adequate procedures under the Bribery Act 2010. For the purpose of this section 6, the meaning of adequate procedures shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act).
7. MISCELLANEOUS AND GOVERNING LAW
7.1 The Operator acknowledges that it is not entering into the Terms on the basis of or in reliance on any representation, warranty or other statement except as expressly provided herein and all conditions, warranties or other terms implied by statute or common law in favour of the Operator are hereby excluded to the fullest extent permitted by law.
7.2 Neither party shall be liable to the other for any total or partial failure, including interruption or delay, in the performance of its respective duties or obligations under the Terms (with the exception of obligations to pay money, to which this section shall not apply) if such failure arises from or is attributable to circumstances beyond the reasonable control of the affected party.
7.3 Each party agrees that it will perform its obligations and responsibilities under and/or pursuant to the Terms in accordance with all Laws applicable to (i) that party and (ii) the performance of that party’s obligations and duties under and/or pursuant to the Terms.
7.4 The Operator shall not be entitled to assign, novate, sub-contract or otherwise transfer any of its rights and/or obligations under the Terms without VS's prior written consent. VS shall be entitled to sub-contract all or any part of its obligations in connection with the provision of the Products and Services without providing notice to the Operator.
7.5 If any provision of the Terms is found to be illegal or unenforceable in whole or in part, the other provisions of the Terms and the remainder of the relevant provision shall continue in full force and effect.
7.6 VS may amend, update and/or replace all or any part of the Terms at any time with immediate effect on providing notice to the Operator.
7.7 The Terms shall be construed in accordance with and governed in all respects by the laws of Scotland and the parties submit to the exclusive jurisdiction of the Scottish Courts in respect of all disputes arising out of or in connection with the Terms.
EVENTS AND EXHIBITIONS
These terms and conditions refer specifically to events and exhibitions (including online events and exhibitions) organised by or on behalf of VisitScotland and apply in addition to the Working with VisitScotland terms and conditions.
1. INTRODUCTION
Unless otherwise stated in these terms and conditions (the "Conditions"), expressions defined in the Working with VisitScotland Terms and Conditions shall have the same meaning in these Conditions. The provisions of the Working with VisitScotland Terms and Conditions are incorporated into these Conditions by this reference. In the event of a conflict between these Conditions and the Working with VisitScotland Terms and Conditions, these Conditions shall have precedence.
2. BOOKINGS
2.1 These Conditions apply to all booking(s) made by an Operator in relation to an event or exhibition (including online events and exhibitions) organised by or on behalf of VS (an "Event"). The Operator agrees to comply with any additional terms and conditions applicable to particular Events that are set out in the relevant booking form or process (a "Booking Form").
2.2 As soon as possible after receipt of a Booking Form, VS will issue a written acceptance or confirmation of the booking to the Operator. VS reserves the right to refuse to accept any booking. A booking shall not be binding on VS unless and until it is accepted by VS. For the avoidance of doubt, (i) VS shall not be obliged to provide any services to the Operator other than those expressly stated in the accepted Booking Form and (ii) the Conditions apply to the exclusion of any other terms that the Operator seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.3 If a booking is accepted by VS, the Operator shall pay the total charge due to VS by the method, and within the timescale, specified by VS in the Booking Form (or in the confirmation or acceptance issued by VS) ("Total Charge"). If the Operator does not pay the Total Charge in full within the specified time (which, in the case of payments due following receipt of an invoice from VS, shall be no more than 30 days after the date of VS's invoice), VS shall be entitled to refuse entry to the Operator at the relevant Event. Unless VS expressly advises the Operator to the contrary, the Total Charge is stated exclusive of VAT, which shall be payable by the Operator in addition at the applicable rate.
2.4 If a booking is accepted by VS, details and timelines for artwork/information submissions, delivery address details, badging information, participation costs and all other requirements for and conditions of participation in the Event will be supplied to the Operator. The Operator agrees to comply with all such requirements and conditions.
2.5 VS reserves the right to refuse the Operator entry to, to remove the Operator from the Event at any point, or to block the Operator from an online event platform without any liability if: (a) the Operator’s actions are contrary to these Conditions or other Laws; (b) the Operator’s conduct at the Event, in the reasonable opinion of VS, is unacceptable; (c) the Operator’s conduct could cause VS to breach any term, warranty, conditions or other provision of any contract or undertaking to which VS is or becomes a party.
2.6 The Operator registered to attend the Event must be over the age of 18 unless prior permission is granted by us.
2.7 By attending the Event you acknowledge that photographs and filming may take place at the Event. VS reserves the right to use images and videos recorded at the Event with your photograph and/or likeness in future marketing materials, including social media channels, websites, and print material, without obtaining any further approval from you or making any payment to you. If you do not wish your photograph to be taken at an Event, then please notify the photographer during the Event and we will use reasonable endeavors to comply with your request.
3. CANCELLATION AND POSTPONEMENT
In this clause 3, Force Majeure means any cause and/or circumstances which are beyond the reasonable control of VS and which are reasonably likely to affect the successful delivery of the Event or would make it inadvisable, impractical, illegal or impossible for VS to host the Event or perform its obligations under these Conditions, including acts of God, epidemic, pandemic or notifiable disease, riots, war or armed conflict, acts of terrorism, acts of government, local government or Regulatory Bodies, fire, flood, storm, earthquake, disaster, failure of electric power or other utility service, or circumstances which directly affect the Operator in their home country resulting in a material percentage of the operators being reasonably likely to be prevented from attending the Event.
3.1 Postponement, Change or Cancellation by VS
3.1.1 VS shall be entitled to postpone or change the dates, duration or venue of an Event at its absolute discretion. In the event of postponement or change of duration or venue of an Event, VS will be entitled to make any modification, re-arrangement or substitution to the form, layout and allocation of stances as it considers necessary, and such modification, re-arrangement or substitution shall be binding on the Operator except that where VS materially alters the size of allocated stances, VS shall notify the Operator and both parties shall use their best endeavours to agree an appropriate amendment to the Total Charge which appropriately reflects the alteration in size.
3.1.2 In the event of cancellation of an Event by VS (other than in the circumstances referred to in Condition 3.1.3 below), VS will, at the Operator's option,
(i) refund to the Operator the Total Charge previously paid; or
(ii) offer the Operator an appropriate (in VS's opinion) alternative opportunity at another Event, and VS shall have no further liability to the Operator as a result of such cancellation.
3.1.3 VS, the proprietors of the Event venue, the online event platform and/or the organisers of the Event shall not be liable to the Operator or any other person for loss, injury or damage of any kind arising from or in any way attributable to the cancellation, postponement, delay or abandonment of the Event or change of dates, duration or venue due to Force Majeure. In the event of cancellation, postponement, delay, abandonment or change as a result of Force Majeure, VS shall not be obliged to refund any portion of any sums already paid by an Operator in relation to that Event.
3.2 Cancellation by the Operator
3.2.1 Operators cancelling a booking after VS has confirmed its acceptance of a booking will forfeit the Total Charge. VS is unable to refund the Total Charge unless:
(a) written notice of the cancellation is received by VS at least one month prior to the first day of the relevant Event; and
(b) VS is able to re-let the cancelled space in its entirety in return for payment of an amount that is at least equal to the Total Charge.
4. PROMOTIONAL ACTIVITIES
4.1 Subject to Condition 3.1.1, the Operator shall be permitted to erect such trade stands and exhibits and use such promotional materials as VS may specify (in the relevant Booking Form, confirmation of booking or otherwise) or approve in writing in relation to a particular Event.
4.2 The Operator must complete all trade stands and exhibits, and promotional materials must be available, before the opening of the relevant Event. Trade stands and exhibits must not be removed and displays must not be dismantled either partially or totally, before the closing time on the last day of the Event. All exhibits and promotional and other materials brought to the Event by the Operator must be removed as soon as possible after the end of the Event.
4.3 VS reserves the right to prevent or stop any promotional activity on the part of an Operator that may cause disturbance, annoyance, danger or inconvenience to any other persons. The Operator may distribute promotional materials from the Operator's trade stand but must not distribute promotional materials in the vicinity of entrances and exits. Exhibits or other devices which emit sound or light must cause no disturbance to other persons. If VS receives a complaint regarding an Operator's conduct, VS shall be entitled to take such action as it deems appropriate, including but not limited to immediate removal of all trade stands, exhibits and promotional materials relating to the Operator without refund of any part of the Total Charge to the Operator.
5. LIABILITY
5.1 The Operator shall not contravene any statutory or regulatory provision, in particular relating to the health and safety, copyright, performing rights, trading standards and consumer legislation.
5.2 The Operator shall indemnify VS against any loss, damage or expense arising from the acts, default or negligence of the Operator or any of its employees, agents and contractors and visitors to its trade stand.
5.3 The Operator undertakes to insure to their full replacement value the contents of his trade stand and all equipment and materials used by the Operator in connection with an Event. The Operator also undertakes to have in place adequate levels of appropriate liability insurance for the duration of an Event, including but not limited to product, public and employers' liability insurance. VS reserves the right to require the Operator to produce satisfactory evidence of insurance cover required under this Clause 5.3 prior to the commencement of an Event. VS, the proprietors of the relevant Event venue and the organisers of the Event shall have no liability to the Operator for damage to or loss or destruction of the exhibit or other property brought to the Event venue by or for the Operator or any other person.
6. SAFETY
6.1 The Operator undertakes to become familiar with the health, fire and safety regulations applicable to the Event venue before the opening of the Event and to observe these for the duration of the Event. Aisles and fire exits must be kept clear of trade stands, exhibits and promotional materials. VS, the proprietor of the relevant venue and/or the organiser of the relevant Event shall be entitled to remove any articles blocking aisles or fire exits and shall not be liable to the Operator for any loss or damage occasioned by such removal.
6.2 All trade stands and exhibits must be appropriately constructed so as to avoid danger to persons attending an Event. The Operator shall indemnify VS against all claims on account of any injury to any persons whatsoever occasioned by or attributable in any way to the Operator.
6.3 The Operator shall obey all reasonable instructions given by VS, the occupier of the Event venue and/or the Event organiser during the Event.
7. ONLINE EVENTS AND EXHIBITIONS
7.1 The Operator is responsible for procuring the necessary equipment and the payment of any charges necessary to access any online Event and/or use any materials. VS is not responsible for the reliability or continued availability or speed or quality of internet/telephone lines and/or equipment that the Operator uses to access any online Event and/or use any content.
7.2 The Operator is responsible for ensuring that its systems are compatible with the technology or VS’s online event platform prior to registering for such an Event.
7.3 VS is not responsible or liable for any technical issues which may arise as a result of the Operator’s failure to ensure compatibility of the technology with its systems. VS is not liable or responsible for any delay, disruption, missed appointments or disturbance in the operation of the internet or problems caused by telecommunications failures which are beyond our control. VS is not responsible or liable for reduced buyer number for whatever reason. Access to online materials may not be available as a result of downtime for repairs and/or maintenance.
7.4 During the booking process, the Operator will provide a username and password, as appropriate for the relevant Event. Attendance at an online event may be subject to additional online event platform terms and conditions. By attending an online event, you are deemed to accept any such additional online event platform terms. Except to the extent that a username and password is expressly intended for more than one person (as confirmed by VS in writing), the Operator is not permitted to (a) share their username and password details with any other person(s) (including any other colleague, employee, director, agent, or representative of the Operator; or (b) make their usernames and passwords available to multiple users on a network.
7.5 The Operator is responsible for all access to any Event and/or use of any materials by them or anyone else using their username and password and for preventing unauthorised use of any such usernames and passwords. If you believe there has been a breach of security (such as the disclosure or unauthorised use of any username or password), you much notify VS immediately.
7.6 The Operator agrees: (a) not to undertake any demonstration, objectionable behaviour or any other disruptive or unauthorised activity which may disrupt the online Event; (b) not to make any video or audio recordings whilst in the online Event using any media, including but not limited to mobile phones or tablets; and (c) to comply with the reasonable instructions of VS staff.
7.6 An online Event may include discussion groups, presentations, roundtables, meetings and virtual experiences (“Virtual Areas”) enabling interaction between buyers and suppliers. VS does not control and is not responsible for information and/or materials posted to Virtual Areas by buyers and suppliers (“Operator-Generated Content”) and cannot guarantee the accuracy of any such Operator-Generated Content. All use of the Virtual Areas is at your own risk.
7.7 The Operator grants VS a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to use, reproduce and/or sub-licence all or any part of the Operator-Generated Content posted by the Operator or any of its representatives. VS may, without notice to the Operator, delete, move or edit any such Operator-Generated Content or part of it. The Operator is responsible for the content of the Operator-Generated Content and warrants that:
(a) it owns all rights in and to the Operator-Generated Content;
(b) all text contained within the Operator-Generated Content will be written and compiled in its entirety by the Operator, with the exception of any quoted texts or text expressly commissioned in writing by the Operator from a third party (provided that the relevant intellectual property rights in and to the same are owned by the Operator);
(c) the Operator-Generated Content does not violate or infringe upon the rights of any third party (including, but not limited to, any rights of copyright, trade mark, privacy or other intellectual property rights);
(d) the Operator-Generated Content contains nothing defamatory, obscene or otherwise unlawful, and that it does not breach any confidence or invade the privacy of any person and is not in breach of any legislation;
(e) the Operator-Generated Content does not breach, or risk being in breach of any UK law or other legal duty or obligation owed by you or VS; and
(f) all statements in the Operator-Generated Content purporting to be factual are true and based upon reasonable research for accuracy, and that no directions or instructions, if followed accurately, will cause damage or injury to the user or to third parties.
7.8 The Operator may not use the Virtual Area: (a) to post, publish, link to, upload, send or distribute any information or material which constitutes or contains a virus or other harmful component or malware; (b) for any unlawful purpose; or (c) to collect, store, disclose or otherwise process any personal data relating to the Operator’s use of the Virtual Area without the express consent of the relevant individual.
7.9 The Operator shall fully indemnify and keep indemnified VS from and against all costs, claims, expenses (including reasonable legal expenses), liability, losses or damage that VS may suffer or incur as a result of or in connection with the Operator’s publication of Operator-Generated Content.
8. DATA
8.1 VS will process the personal data the Operator provides when booking the Event in accordance with VS’s privacy policy.
8.2 In order to fulfil its obligations to the Operator, VS may share relevant personal data with presenters, Event venue management, the online event platform.
8.3 The details entered by the Operator when booking the Event will be added to the official Event networking database, which enables Operators to contact each other and view the list of operators attending an Event. If you do not want your details to be included in the relevant networking tool, please email scotlandreconnect@visitscotland.com at least two days before the start of the Event but please note this will prevent the Operator from being able to participate in the Event.
8.4 By attending a discussion group, presentation, roundtable, meeting and/or virtual experience at the online Event, the Operator acknowledges that VS may pass the details you provide to third parties in association with this session on the agenda.
9. MARKET RESEARCH
The Operator undertakes to participate in any follow-up research VS may conduct in order to evaluate the success/management of an Event.