*TERMS AND CONDITIONS FOR FAMILIARISATION TRIP
1. Definitions and Interpretation
1.1. In these Terms and Conditions, the following words or phrases shall have the meanings given to them below (unless the context requires otherwise):-
“Confidential Information” means all information of a confidential nature disclosed (whether verbally or in writing) by either party to the other, relating to such party's business, customers, personnel, suppliers, products, operations, methodologies, processes, developments, know-how and/or business affairs;
“Familiarisation Trip” means a trip organised by VisitScotland enable incoming tour operators, travel agents and other members of the travel trade to experience product first-hand. Familiarisation Trips are tours organised with the purpose of educating international and UK buyers about contractable products and services within Scotland. They also create opportunities for networking, building relationships between the Scottish Tourism Industry (tourism providers) and buyers to deliver sales through featuring on itineraries sold by buyers to their clients.
“Intellectual Property Rights” or “IPRs” means any patents, registered trade marks or registered designs (and any applications for any of the foregoing), copyright, unregistered design rights, unregistered trade marks, know-how, database rights or any other intellectual property rights existing anywhere in the world at any time;
“Laws” means any laws, statutes, bye-laws, regulations, orders, regulatory policies, guidance or industry codes, rules 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);
“Registration Form” means the online form completed by you in order to confirm your participation in a Familiarisation Trip;
"Terms and Conditions" means the terms and conditions set out in this document; and
"VisitScotland" means VisitScotland, an Executive Non-Departmental Public Body established under the Development of Tourism Act 1969, whose principal office is at Waverley Court, 4 East Market Street, Edinburgh EH8 8BG; and
"you" means the business undertaking the Familiarisation Trip and their representative;
1.2 In the event of any conflict between the provisions of (i) these Terms and Conditions; (ii) the Familiarisation Trip Registration Form (or any other documents that are incorporated by reference into the Familiarisation Trip Registration Form); and (iii) the itinerary, the parties agree that the provisions of these Terms and Conditions shall prevail.
1.3 Any reference in these Terms and Conditions to a statutory provision includes any amendment, extension, consolidation or replacement of the same from time to time. Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. The Familiarisation Trip
2.1. The parties each agree to comply with their respective obligations and duties in relation to the Familiarisation Trip as set out in these Terms and Conditions.
2.2 Following completion ot the Registration Form, a Market Manager will confirm your attendance and liaise with you on the itinerary. A detailed itinerary will be shared with you before travel commences. After the Familiarisation Trip a survey will be shared with you for your feedback.
2.3 Without prejudice to your other obligations under these Terms and Conditions, you agree to comply with the itinerary and the reasonable health and safety instructions of VisitScotland re the of the Familiarisation Trip.
2.4 Each party agrees that they will perform its obligations and responsibilities under and/or pursuant to these Terms and Conditions:
2.4.1. in good faith;
2.4.2. with due skill and care; and
2.4.3. 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 these Terms and Conditions.
2.5 You acknowledge and agree that all activities undertaken by you (and/or by any of your agents, officers, employees, representatives or contractors) in connection with the Familiarisation Trip are undertaken at your own risk and VisitScotland shall have no liability or responsibility to you or any third party in relation to death or personal injury (other than death or personal injury arising from VisitScotland's negligence) or any other costs, expenses, claims or liabilities that are suffered or incurred by you (or by any of your agents, officers, employees, representatives or contractors) in connection with the Familiarisation Trip.
2.6 It shall be your sole responsibility to ensure that you have in place adequate insurance, which includes, but is not limited to, cover for (I) cancellation due to new government advice against travelling, or restrictions imposed by overseas governments; (ii) cancellation due to you, a member of the party or a close relative contracting coronavirus; and (iii) emergency medical treatment or repatriation, in relation to all activities (including, but not limited to travel, accommodation, vehicle hire and excursions) that you and/or any of your agents, officers, employees, representatives or contractors may undertake in connection with the Familiarisation Trip, and regardless of whether such activities are funded (in whole or in part) by VisitScotland. You will provide evidence of all insurances put in place by you in connection with the Familiarisation Trip at any time on request by VisitScotland.
3. Itinerary
3.1 VisitScotland, at its sole discretion, may agree to cover certain costs in relation to the Familiarisation Trip (e.g. travel and accommodation costs), as detailed in the itinerary, subject to and in accordance with these Terms and Conditions.
3.2 Except to the extent expressly approved by VisitScotland in advance, all elements which relate to out of pocket expenses (e.g. travel, accommodation and/or vehicle hire expenses) will be arranged by VisitScotland in its sole discretion and the associated costs will be paid directly by VisitScotland to the relevant third party and will not be paid or payable by VisitScotland to you.
3.3 VisitScotland shall not be obliged to make any contribution (whether financial or in-kind) to the Familiarisation Trip in excess of or in addition to the costs set out in the itinerary, unless VisitScotland expressly agrees (in writing and in advance) to the contrary. No cash equivalent will be provided by VisitScotland in any circumstances.
3.4 Unless agreed otherwise in advance by VisitScotland, all other costs and expenses associated with the Familiarisation Trip, or any costs and expenses incurred out with the Familiarisation Trip, including if your stay in Scotland is extended for any reason, will be your responsibility (and will not be covered by VisitScotland), including, but not limited to, all food and drink costs, the costs of short distance transport (e.g. taxis and bus trips), the costs of all activities or excursions undertaken when in Scotland and the costs of all equipment, media and other items that are to be used to prepare and/or produce any article.
3.5 You shall be solely responsible for arranging (and shall bear all costs, expenses and liabilities associated with) all aspects of any visit(s) to Scotland (other than those detailed in the itinerary) for the purposes of or in connection with the Familiarisation Trip, including, but not limited to, obtaining valid identification and compliance with all travel and health requirements (i.e. passports, visas) customs clearances, having in place adequate policies of insurance in connection with the Familiarisation Trip and all travel associated with the Familiarisation Trip and for ensuring that no attendees have any impediment to entering Scotland. VisitScotland will not replace any lost, mutilated, or stolen tickets, travel vouchers or certificates and VisitScotland will have no liability in relation to any costs or expenses that may be incurred in connection with any lost, mutilated, or stolen tickets, travel vouchers or certificates nor will VisitScotland be responsible for any additional costs should you become unwell during the Familiarisation Trip.
3.6 The provision of all travel, accommodation, van or car hire, transportation and other items that are provided and/or facilitated by VisitScotland will be subject to the relevant operator's terms and conditions, and you will indemnify and keep VisitScotland indemnified on demand from and against all charges, costs, claims, expenses, demands and/or liability that VisitScotland and/or any of its employees, officers, agents, contractors or partners may suffer or incur in connection with any breach, negligence, default and/or act or omission by you (or any of your employees, officers, agents, contractors or partners) in connection with any of the items that are provided and/or facilitated by VisitScotland.
4. Data Protection
4.1 VisitScotland and you shall comply with their respective obligations under the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR) 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. You acknowledge that the personal data that you provide to VisitScotland will be held and processed in accordance with VisitScotland’s Privacy Policy (as amended from time to time). You further acknowledge that the personal data that you provide to VisitScotland may require to be disclosed by VisitScotland to relevant third parties in connection with the provision of the Familiarisation Trip, including, without limitation, to VisitScotland’s contractors, agents or representatives involved in the provision of the Familiarisation Trip. This means your information will be shared with participating suppliers.
5. Liability
5.1. Nothing in these Terms and Conditions shall exclude or restrict: (a) either party’s liability for death or personal injury resulting from its negligence; (b) any liability of either party which cannot be restricted or excluded under applicable law; and/or (c) either party’s liability in relation to fraud by that party or its employees.
5.2. Subject to clause 5.1 and clause 5.3, the parties agree that:
5.2.1. neither party will be liable to the other party for any: (a) loss of anticipated savings or profits; loss of profit; loss of revenue; loss of contracts; loss of goodwill; loss of data; loss of computer time; and/or loss of management time; and/or (b) loss which is indirect, special, consequential or economic loss (whether or not in practice it arises as a direct and natural result of a breach of these Terms and Conditions);
5.2.2. each party’s liability under and/or pursuant to any indemnity granted by that party in these Terms and Conditions shall not exceed an amount of £500,000 in respect of each event or series of connected events; and
5.2.3. subject to clause 5.2.2, the total aggregate liability of each party to the other party under and/or in connection with these Terms and Conditions (whether for breach of contract, delict (including negligence) or otherwise) shall not exceed £50,000.
5.3 Clause 5.2 is without prejudice to VisitScotland's obligation to provide the itinerary in accordance with these terms and conditions, which shall not be excluded or restricted by clause 5.1 and which shall not be counted towards any cap on the relevant party's liability under clause 5.2.
6. Term and Termination
6.1. These Terms and Conditions shall commence on signature by you of the Familiarisation Trip Request Form and shall continue, subject to earlier termination in accordance with its terms, until each party has performed all of its respective obligations in respect of the Familiarisation Trip.
6.2 Either party may terminate these Terms and Conditions with immediate effect on providing written notice to the other party in the event that:
6.2.1 the other party is in material breach of any of its obligations under these Terms and Conditions and has not remedied such material breach (where it is capable of being remedied) within thirty (30) days of receipt of notice specifying such breach and requiring it to be remedied; and/or
6.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
6.3 Without prejudice to its rights under clause 6.2, VisitScotland may terminate the Familiarisation Trip:
6.3.1 at any time (and for any reason) on providing not less than one month’s prior written notice to you;
6.3.2 with immediate effect if VisitScotland becomes aware that the performance of all or any part of these Terms and Conditions is or is likely to be in contravention of any Laws; and/or
6.3.3 with immediate effect if it comes to VisitScotland's attention that you have committed an act or omission or have become involved in a situation which in VisitScotland's reasonable opinion has (or is at real risk of having) a material adverse effect on VisitScotland's reputation or standing and/or a material adverse effect on the reputation or standing of Scotland and/or the Scottish tourism industry.
6.4 Termination of these Terms and Conditions shall not affect accrued rights and obligations of the parties under these Terms and Conditions at the date of termination or any provisions in these Terms and Conditions that will expressly or by implication survive such termination. Without prejudice to the generality of the preceding sentence of this clause 6.4, the parties acknowledge and agree that clauses 2.3, 3.3, 3.4, 3.5, 4, 5, 6.4, 7 and 8 shall survive expiry or earlier termination of these Terms and Conditions.
7. Cancellation and Postponement
7.1 VisitScotland shall be entitled at any time to cancel, postpone or change all or any aspect of the Familiarisation Trip at its absolute discretion. In the event of cancellation, postponement or change, VisitScotland will be entitled to make any modification or re-arrangement as it considers necessary and such modification or re-arrangement shall be binding on you (subject to any further cancellation, postponement or change VisitScotland may need to make).
7.2 In the event of postponement, cancellation of or change to the Familiarisation Trip by VisitScotland (other than in the circumstances referred to in clause 7.3), VisitScotland will offer you an appropriate (in VisitScotland’s opinion) alternative opportunity for another Familiarisation Trip on such terms as VisitScotland deems appropriate, and VisitScotland shall have no further liability to you as a result of such postponement, cancellation or change.
7.3 VisitScotland shall not be liable to you or any other person for loss, injury, damage of any kind and/or any other liability arising from or in any way attributable to any cancellation, postponement or change due to any cause beyond the reasonable control of VisitScotland, including but not limited to the COVID-19 pandemic and/or government restrictions or guidance in connection with, or arising from, the COVID-19 pandemic. In the event of cancellation, postponement or change as a result of such cause, VisitScotland shall (i) not be obliged to meet any of the costs which it previously agreed it would cover and (ii) (in the event of cancellation of the Familiarisation Trip) shall be entitled to terminate this Agreement on providing written notice to you.
7.4 VisitScotland may at any time advise you against travel to Scotland for your Familiarisation Trip where VisitScotland (acting reasonably) does not deem it appropriate to allow such trips.
7.5 For the avoidance of doubt, if you still choose to travel to Scotland despite your Familiarisation Trip being postponed, cancelled or changed, and/or against the advice of VisitScotland, any Laws and/or government guidance, you do so at your own cost and risk. VisitScotland accepts no responsibility or liability for any such trip and VisitScotland shall not be obliged to meet any of the costs which it previously agreed it would cover (unless subsequently agreed by VisitScotland).
8. Confidentiality
8.1 Subject to clauses 8.2 and 8.3, each party (the “Receiving party”) will treat, and shall ensure that their respective employees, sub-contractors and agents shall treat as secret and confidential all Confidential Information received from the other party (the “Disclosing party”) and shall not use or disclose any such Confidential Information except as strictly necessary for the purpose of exercising, enforcing and/or performing its rights and obligations under these Terms and Conditions. The Receiving party will ensure that it shall not, and will ensure that its respective employees, sub-contractors and agents shall not, at any time for any reason (save as may be necessary for proper performance or enforcement of these Terms and Conditions) disclose or permit access to such Confidential Information to any third party.
8.2 Clause 8.1 shall not prevent the disclosure by either party of Confidential Information of the other party which: (a) is in or enters into the public domain otherwise than by breach of these Terms and Conditions; (b) the Receiving party receives from an independent third party having the right to disclose the same; (c) the Receiving party can show (to the reasonable satisfaction of the other) was in its possession by being recorded in its files or records prior to the date of receipt from the Disclosing party; or (d) the Receiving party is required by law to disclose or is required to disclose to any court or other competent authority, provided that the Receiving party will use reasonable endeavours to provide prior notice of the same so that the Disclosing party shall have the opportunity to make any submissions to the Receiving party and/or such court or other competent authority.
8.3 You acknowledge that VisitScotland, as a public sector body in Scotland, is subject to the requirements of certain access to information legislation, including the Freedom of Information (Scotland) Act 2002, the Access to Environmental Information (Scotland) Regulations 2004 and the Public Services Reform (Scotland) Act 2010 (the “Information Laws”). You acknowledge that VisitScotland may be obliged under the Information Laws to disclose information relating to you. You acknowledge that VisitScotland will be responsible for determining in VisitScotland’s absolute discretion whether any information requires to be disclosed in accordance with the provisions of the Information Laws, and that nothing in these Terms and Conditions shall prevent VisitScotland from disclosing (and VisitScotland shall not have any liability to you in connection with the disclosure of) any information pursuant to the Information Laws.
9. General
9.1 Neither party shall be deemed to be in breach of these Terms and Conditions, or otherwise be liable to the other party, by reason of any delay in performance, or non-performance, of any of its obligations under these Terms and Conditions to the extent that such delay or non-performance is due to any circumstances beyond the reasonable control of that party and of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.
9.2 Nothing in these Terms and Conditions is intended to nor shall create any partnership, joint venture or agency, the parties being with respect to one another independent contractors.
9.3 You shall not be entitled to assign, novate, sub-contract or otherwise transfer the whole or any part of your rights or obligations under these Terms and Conditions without the prior written consent of VisitScotland.
9.4 The illegality and/or unenforceability of any provision or part of these Terms and Conditions shall not affect the enforceability of the remainder of these Terms and Conditions.
9.5 Nothing in these Terms and Conditions creates or is intended to create any right enforceable by any person that is not a party to these Terms and Conditions.
9.6 These Terms and Conditions constitute the entire agreement between VisitScotland and you in connection with its subject matter and supersedes any prior agreements or arrangements between VisitScotland and you in connection with the subject matter of these Terms and Conditions.
9.7 You acknowledge that, by agreeing to these Terms and Conditions you do not rely on any statement, representation, assurance or warranty of any person (whether a party to these Terms and Conditions or not and whether made innocently or negligently) other than as expressly set out in these Terms and Conditions.
9.8 These Terms and Conditions shall be governed and construed in all respects in accordance with the laws of Scotland and the parties hereby submit to the exclusive jurisdiction of the Scottish Courts in connection with any disputes arising out of or in connection with these Terms and Conditions.
