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1. Definitions

1.1    In these Terms and Conditions the following words or phrases shall unless the context otherwise requires have the respective meanings assigned to them:

Term Meaning
Agreement means the partnership marketing agreement between the parties which is comprised of the relevant Agreement Details and these VisitScotland Terms and Conditions for Partnership Marketing Agreements
Agreement Details means the agreement details entered into between the Parties in respect of the relevant Partnership Marketing Programme.
Background IPRs means, in respect of each Party, all Intellectual Property Rights that were owned by, licensed to and/or created by or on behalf of that Party (i) prior to the date of the relevant Agreement Details and/or (ii) independently of the said Agreement Details;
Confidential Information means all information of a confidential nature disclosed (whether verbally or in writing) by either Party to the other whether before or after the Effective Date, relating to such Party's business, customers, personnel, suppliers, products, operations, methodologies, processes, developments, know-how and/or business affairs;
Contribution means, as the context requires, the Partner Contribution and/or the VisitScotland Contribution;
Consumer Data means any personal data or information that is held by the relevant Party at any time or from time to time and which relates to living individuals who (i) are customers or prospective customers of a Party and/or (ii) have expressed an interest in that Party and/or that Party’s promotional campaigns, products, business, activities and/or operations;
Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party;
Data Sharing Annex means the document setting out the terms and conditions on which a Party will disclose, share or otherwise provide the other Party with access to any Consumer Data held by that Party, which document shall be in the form of the document set out in an annex to these Terms and Conditions or, if no such document is set out as an annex to these Terms and Conditions, in the form reasonably required by VisitScotland;
Deliverables means any advertisements, promotional materials and/or other documents, photographs, audio-visual or written content, artwork, graphics, designs, performance and any other material protected by intellectual property rights (in whatever medium) that are produced and/or made available specifically in connection with the Partnership Marketing Programme as detailed in the Agreement Details;
Equality Diversity and Inclusion Requirements are as defined in the Agreement Details;
Effective Date is as defined in the Agreement Details;
Expiry Date is as defined in the Agreement Details;
Force Majeure Event means any circumstance not within a party's reasonable control, provided always that lack of funds shall not constitute a Force Majeure Event;
GDPR means the General Data Protection Regulation (Regulation (EU) 2016/679);
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;
IPR Claim means any claim that a Party’s possession and/or use of any IPRs provided and/or made available by the other Party in connection with the Agreement infringe the rights of a third party;
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);
Live Period means the period identified as the Live Period the Agreement Details;
Marks means any of the relevant Party’s (or its licensors’) trade marks, trade names, service marks, logos, symbols, emblems, titles and phrases that (i) the Partner may permit VisitScotland to use in connection with the Partnership Marketing Programme and/or (ii) the Partner may itself use in connection with the Partnership Marketing Programme, which shall include (but not be limited to) the trademarks, trade names, service marks, logos, symbols, emblems, titles and phrases set out in the Agreement Details and Partner Marks and/or VisitScotland Marks shall be construed accordingly;
Partner Contribution means the financial contribution that the Partner is required to make towards the Partnership Marketing Programme as set out in the Agreement Details;
Partnership Marketing Programme means the partnership marketing programme in respect of which Parties have agreed to co-operate, as described in the Agreement Details.
Permitted Purpose means the purpose of designing, implementing, marketing and promoting the Partnership Marketing Programme and the Partner's association with VisitScotland including by using and promoting the Deliverables on VisitScotland's websites, social media pages and other marketing and publicity material in any medium in connection with the Partnership Marketing Programme, and for no other purpose whatsoever (unless both Parties expressly agree otherwise in writing);
Programme Activity means the specific marketing activity that the parties have agreed will be undertaken in connection with the Partnership Marketing Programme, which shall include, as a minimum, the activity described in the agreed Deliverables;
Programme Costs means the fees, charges, costs and expenses that are incurred by VisitScotland in connection with the planning, preparation, delivery and/or implementation of the Partnership Marketing Programme in accordance with the terms of these Terms and Conditions;
Programme Delivery Plan means the plan for delivery of the Partnership Marketing Programme as detailed in the Agreement Details (as amended with the written agreement of authorised representatives of both Parties from time to time);
Term means the period of these Terms and Conditions as described in Clause 7.1;
Terms and Conditions means these VisitScotland Terms and Conditions for Partnership Marketing Agreements;
VisitScotland Contribution means the financial contribution that VisitScotland is required to make towards the Partnership Marketing Programme as set out in the Agreement Details;
VisitScotland Marks means any of VisitScotland’s (or its licensors’) trademarks, trade names, service marks, logos, symbols, emblems, titles and phrases that (i) VisitScotland may permit the Partner to use in connection with the Partnership Marketing Programme and/or (ii) VisitScotland may itself use in connection with the Partnership Marketing Programme, which shall include (but not be limited to) the trademarks, trade names, service marks, logos, symbols, emblems, titles and phrases set out in the Agreement Details.

1.2    References to Clauses are, unless otherwise provided, references to the clauses of these Terms and Conditions.

1.3    In the event of any conflict between (i) the Agreement Details and (ii) these Terms and Conditions, the Parties agree that the Agreement Details shall prevail.

1.4    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.

1.5    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 partnership marketing programme

2.1    The Parties each agree to comply with their respective obligations and duties in relation to the Agreement.

2.2    Each Party agrees to contribute its Contribution towards the Partnership Marketing Programme in accordance with these Terms and Conditions and as set out in the Agreement Details.

2.3    For the avoidance of any doubt, the VisitScotland Contribution will be paid directly by VisitScotland towards the Programme Activities undertaken by VisitScotland in respect of the Partnership Marketing Programme and will not be paid or payable by VisitScotland to the Partner.

2.4    Unless agreed otherwise, the Parties are not obliged to make any financial contribution to the Partnership Marketing Programme in excess of the maximum amounts set out in the Agreement Details.

2.5    Where Deliverable(s) have not been agreed, or agreed in full, by the Parties by the Effective Date, VisitScotland shall not be obliged to incur any Programme Costs and/or make any VisitScotland Contribution unless and until the relevant Deliverable(s) are agreed in writing between the Parties.

2.6    The Partner Contribution (or, where appropriate, the relevant instalment of the Partner Contribution) shall be payable by the Partner within 30 days receipt of an invoice from VisitScotland.

2.7    Where required by any invoice issued by VisitScotland pursuant to Clause 2.6 above, the Partner shall be required to pay VAT (or other applicable sales taxes) in relation to the relevant invoice(s).

2.8    Each Party agrees that it will perform its obligations and responsibilities under and/or pursuant to these Terms and Conditions:

2.8.1    in good faith;

2.8.2    with due skill and care; and

2.8.3    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.

2.9    Without prejudice to Clause 2.1 above, Programme Leads of the Parties may agree in writing to vary or amend the Deliverables, Live Period or Expiry Date at any time during the Term. All other variations or amendments shall be made in writing and signed by authorised signatories of the Parties.

2.10    In the event that the Parties agree to any amendment to or cancellation of any previously agreed Programme Activity, the Partner acknowledges and agrees that it shall remain responsible to pay its of the Programme Costs associated with that Programme Activity which relate to:

2.10.1    the period prior to the date on which the amendment or cancellation was effective; and/or

2.10.2    which VisitScotland (and/or the relevant third party supplier appointed by VisitScotland) has committed and is unable to cancel.

3. Use of marks

3.1    Subject to Clause 3.3, VisitScotland hereby grants to the Partner a non-transferable, non-exclusive, royalty-free, worldwide licence to use the VisitScotland Marks for the Permitted Purpose during the Term.

3.2    Subject to Clause 3.3, the Partner hereby grants to VisitScotland a non-transferable, non-exclusive, royalty-free, worldwide licence to use the Partner Marks for the Permitted Purpose during the Term.

3.3    Each Party undertakes to the other Party:

3.3.1    to use the other Party's Marks in accordance with the guidelines (if any) for use issued by the other Party from time to time, and in any event only in a format, style and colouring and in relation to items approved in advance by the other Party in writing (such approval not to be unreasonably withheld or delayed);

3.3.2    to ensure that all Deliverables which incorporate the other Party's Marks do so in appropriate size, style and colouring, and that samples of all Deliverables will be submitted in advance to the other Party for approval, which approval shall not be unreasonably withheld or delayed;

3.3.3    if requested by the other Party in writing, to indicate in all materials bearing that Party's Marks that that Party's Marks are trademarks of such Party and are used under licence from that Party.  The terms of such wording and its placing shall be as reasonably requested by the Party that owns the relevant Marks; and

3.3.4    to notify the other Party if it becomes aware of any actual, suspected, or threatened infringement of the other Party's Marks or any actual or threatened claim that the other Party's Marks is invalid;

3.3.5    not do anything inconsistent with other Party’s ownership of its Marks; and

3.3.6    not use the other Party’s Marks in conjunction with any other trade mark or trade name to create a composite mark without the prior written consent of the other Party.

3.4    Neither Party shall seek to register the other Party's Marks as a trademark in any jurisdiction.

3.5    Neither Party shall do or permit there to be done any act which may denigrate the value of, diminish the distinctive nature or reputation of and/or render invalid any Marks of the other Party.

4. Intellectual property rights

4.1    Except as expressly set out in these Terms and Conditions:

4.1.1    the Partner shall not acquire any right, title or interest in or to the IPRs of VisitScotland or its licensors in respect of (i) the VisitScotland Marks and/or (ii) VisitScotland’s Background IPRs;

4.1.2    VisitScotland shall not acquire any right, title or interest in or to the IPRs of the Partner or its licensors in respect of (i) the Partner Marks or (ii) the Partner’s Background IPRs, and

4.1.3    the Parties shall not acquire any right, title or interest in or to any third party IPRs which form part of the Deliverables and are reserved under separate agreement.

4.2    Where either Party acquires, by operation of law, title to IPRs that is inconsistent with the allocation of title set out in Clause 4.1, it shall assign in writing such IPRs as it has acquired to the other Party on the request of the other Party (whenever made).

4.3    Subject to Clauses 4.1 and 4.4, the Parties agree that VisitScotland shall own all IPRs in and to the Deliverables.  The Partner hereby assigns to VisitScotland (by way of present and future assignation) all rights, title and interest in and to the Deliverables.

4.4    To the extent that any Partner Background IPRs form part of the Deliverables, the Partner hereby grants to VisitScotland, for the Term, a non-exclusive worldwide licence to use, and to authorise others to use, the Partner Background IPRs for the. The Partner acknowledges that VisitScotland is not responsible for third parties' use of the Deliverables or for their removal from media outside its control.

4.5    Each Party (the "Indemnifying Party") shall at all times indemnify the other Party (the "Indemnified Party") and keep the Indemnified Party indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by the Indemnified Party arising from or in connection with an IPR Claim relating to any IPRs provided and/or made available by the Indemnifying Party.

4.6    The Indemnified Party agrees that it will:

4.6.1    as soon as reasonably practicable after it becomes aware of any IPR Claim, notify the Indemnifying Party in writing of any IPR Claim;

4.6.2    allow the Indemnifying Party to conduct all negotiations and proceedings in relation to the IPR Claim and will provide the Indemnifying Party with such reasonable assistance required by the Indemnifying Party, each at the Indemnifying Party's cost, regarding the IPR Claim; and

4.6.3    not, without first seeking the written consent of Indemnifying Party, make any admission relating to the IPR Claim.

5. Personal data

5.1    Each Party agrees that, in the performance of its obligations the Agreement, it shall comply with the requirements of the Data Protection Legislation and any similar or equivalent legislation that may apply to the relevant activities of that Party in any other jurisdiction.

5.2    Without prejudice to Clause 5.3 below, the Parties acknowledge and agree that neither these Terms and Conditions nor the Partnership Marketing Programme Agreement Details requires (or will require) either Party at any time to disclose, share or otherwise provide the other Party with access to any Consumer Data and/or database owned or held by that Party which is or has been collected, created and/or developed (i) prior to the Effective Date of and/or (ii) independently from these Terms and Conditions and that no sharing of such Consumer Data will take place under and/or pursuant to these Terms and Conditions.

5.3    The Parties acknowledge and agree that, as at the Effective Date, the Partnership Marketing Programme will not involve either Party disclosing, sharing or otherwise providing the other Party with access to any Consumer Data which has been collected, created and/or developed by or on behalf of that Party specifically in connection with the Partnership Marketing Programme. Without prejudice to Clause 5.1 above, if (at any time) it is proposed that the Partnership Marketing Programme will involve either Party disclosing, sharing or otherwise providing the other Party with access to any Consumer Data which has been collected, created and/or developed by or on behalf of that Party specifically in connection with the Partnership Marketing Programme the Parties agree that any such disclosure, sharing or provision of access must not take place unless and until the Parties complete, and authorised representatives of both Parties have signed, a Data Sharing Annex.

6. Liability

6.1    Nothing in these Terms and Conditions shall exclude or restrict:

6.1.1    either Party’s liability for death or personal injury resulting from its negligence;

6.1.2    any liability of either Party which cannot be restricted or excluded under applicable law; and/or

6.1.3    either party’s liability in relation to fraud by it or its employees.

6.2    Subject to Clause 6.1, the Parties agree that:

6.2.1    neither Party will be liable to the other Party for:

(a)    loss of income;

(b)    loss of sales or business;

(c)    loss of agreements or contracts;

(d)    loss of anticipated savings;

(e)    loss of use of or corruption of software, data or information;

(f)    loss of or damage to goodwill; or

(g)    indirect or consequential loss.

6.2.2    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

6.2.3    subject to Clause 6.2.2, the total aggregate liability of each Party under and/or in connection with these Terms and Conditions (whether for breach of contract, delict (including negligence) or otherwise) shall not exceed an amount equal to the maximum amount of the Contribution that the relevant Party is obliged to contribute to the Partnership Marketing Programme as set out in the Agreement Details.

7. Term and termination

7.1    These Terms and Conditions shall commence on the Effective Date and shall continue, subject to earlier termination in accordance with its terms, until the Expiry Date.

7.2    Without prejudice to Clause 7.3, either Party may terminate these Terms and Conditions at any time on providing not less than one month’s prior written notice to the other Party.

7.3    Either Party may terminate these Terms and Conditions with immediate effect on providing written notice to the other Party in the event that:

7.3.1    the other Party is in material breach of any of its obligations under these Terms and Conditions and has not remedied the said 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

7.3.2    (a) any meeting of creditors of the other Party is held or any arrangement or composition with or for the benefit of its creditors (including any voluntary arrangement as defined in the Insolvency Act 1986) is proposed or entered into by or in relation to the other Party, (b) a supervisor, receiver, administrator, administrative receiver or other encumbrancer takes possession of or is appointed over, or any distress, execution or other process is levied or enforced (and is not discharged within seven days) upon, the whole or any substantial part of the assets of the other Party; (c) the other Party ceases or threatens to cease to carry on business or is or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (d) a petition is presented or a meeting is convened for the purpose of considering a resolution for the making of an administration order or the winding up, bankruptcy or dissolution of the other Party, and/or (e) any event analogous to any of the foregoing occurs in any jurisdiction;

7.3.3    in the circumstances described in Clause 11.2;

7.3.4    (only in the case where VisitScotland is the Party exercising its rights under this Clause 7.3) the Partner becomes controlled or owned by another person (which for the purposes of this Clause shall mean that 50 per cent or more of its shares have changed hands or control of its board has changed);

7.3.5    the other Party fails to pay to that Party any sums properly due by the other Party within the required time period set out in these Terms and Conditions or the Agreement Details;

7.3.6    either Party becomes aware that the performance of all or any part of these Terms and Conditions or the Agreement Details is or is likely to be in contravention of any Laws; and/or

7.3.7    it comes to either Party's attention that the other Party has committed an act or omission or has become involved in a situation which in that Party's reasonable opinion has (or is at real risk of having) a material adverse effect on that Party's reputation or standing and/or (in the case where VisitScotland is the Party exercising its rights under this Clause 7.3) a material adverse effect on the reputation or standing of Scotland and/or the Scottish tourism industry.

8. Consequences of termination

8.1    In the event of expiry or earlier termination of these Terms and Conditions (for whatever reason), the Partner shall pay to VisitScotland (within one month of VisitScotland’s demand) the outstanding balance of the Partner Contribution that is due by the Partner in relation to:

8.1.1    any part of the Partner Contribution that has previously been invoiced by VisitScotland but not yet paid by the Partner;

8.1.2    the Partner’s share of the Programme Costs that have been incurred but not previously invoiced to the Partner; and

8.1.3    the Partner’s share of the Programme Costs that have been committed prior to the date of termination and cannot be cancelled by VisitScotland and/or the relevant third party supplier.

8.2    All of the rights and licences granted by a Party to the other Party shall automatically terminate on expiry or earlier termination of the Agreement, other than any rights and licences which expressly or by implication will survive termination.

8.3    Subject to Clause 8.2 and Clause 8.4, in the event of expiry or any earlier termination of these Terms and Conditions and without prejudice to any other rights or remedies which a Party may have:

8.3.1    each Party shall, as soon as possible, cease all use of the other Party’s Marks and other Intellectual Property Rights; and

8.3.2    within fourteen (14) days after such expiry or earlier termination, each Party shall at its own cost and the other Party’s discretion, either promptly destroy or procure the destruction of and at the request of the other Party promptly furnish signed written evidence that it has done so or deliver and/or procure the delivery to the other Party (in accordance with the instructions of, the other Party):

8.3.2.1    all Confidential Information of the other Party;

8.3.2.2    all documents and materials featuring any of the other Party’s Marks; and

8.3.2.3    all copies of such Confidential Information, documents and materials, in each case in its power, possession or control, except to the extent that (and only for so long as) the relevant Party is required to retain copies of any such Confidential Information in order to comply with any legal, regulatory and/or internal governance requirements.

8.4    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 implication survive such termination. Without prejudice to the generality of the preceding sentence of this Clause 8.4, the Parties acknowledge and agree that Clauses 4, 5, 6, 8, 9, 10, 12 and 13 shall survive expiry or earlier termination of these Terms and Conditions.

9. Confidentiality

9.1    Without prejudice to Clause 10, the content of any press release concerning these Terms and Conditions is to be agreed between the Parties and shall not be released without the prior written approval of the other Party (such consent not to be unreasonably withheld or delayed).

9.2    Subject to Clause 9.3 and to VisitScotland’s rights under Clause 10, 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.

9.3    Clause 9.2 shall not prevent the disclosure by either Party of Confidential Information of the other Party which:

9.3.1    is in or enters into the public domain otherwise than by breach of these Terms and Conditions;

9.3.2    the Receiving Party receives from an independent third party having the right to disclose the same;

9.3.3    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

9.3.4    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.

10. Information laws

10.1    The Partner acknowledges 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”).

10.2    The Partner acknowledges that VisitScotland may be obliged under the Information Laws to disclose information relating to the Partner.  VisitScotland will take reasonable steps, where appropriate, to give the Partner advance notice of the proposed disclosure of any of the Partner’s Confidential Information, or failing that, to draw the relevant disclosure to the Partner’s attention as soon as reasonably practicable after any such disclosure.

10.3    The Partner acknowledges 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 the Partner in connection with the disclosure of) any information pursuant to the Information Laws.

11. Force majeure

11.1    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 (other than its obligations to pay any amounts properly due to the other Party) 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.

11.2    If any delay in performance or non-performance resulting from circumstances under Clause 11.1 prevails for a continuous period in excess of three (3) months, each Party shall be entitled to terminate these Terms and Conditions on written notice to the other Party.

12. Corrupt gifts and payments, compliance with anti-bribery, anti-slavery and human trafficking laws and offences

12.1    You must not do anything that gives or offers any kind of inducement or reward to any of our employees or contractors in relation to the Agreement including, offering any kind of corporate hospitality. Doing so may be a criminal offence.

12.2    Without prejudice to clause 12.1 above, you will and will procure that all your employees, sub-contractors, agents, directors, and representatives will:

12.2.1    comply with all rules and regulations relating to anti-bribery and anti-corruption including the Bribery Act 2010;

12.2.2    not engage in any practice, activity or conduct which is an offence under the Bribery Act 2010 or which would constitute such an offence if such practice, activity or conduct had been carried out in the UK; and

12.2.3    notify us (in writing) without delay if you become aware of any breach of this clause 12.

12.3    In performing your obligations under the Agreement, you shall:

12.3.1    comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force, including the Modern Slavery Act 2015 and the Human Trafficking and Exploitation (Scotland) Act 2015;

12.3.2    not engage in any activity, practice or conduct that would constitute an offence under the Human Trafficking and Exploitation (Scotland) Act 2015 if such activity, practice or conduct were carried out in the UK;

12.3.3    include in contracts with your direct sub-contractors and contractors provisions which are at least as onerous as those set out in this clause 12;

12.3.4    notify us as soon as you become aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Agreement; and

12.3.5    maintain a complete set of records to trace the supply chain of all Goods and/or Services provided to us in connection with the Contract and provide us and our third-party representatives access to such records.

12.4    You represent and warrant that you have not been convicted of any offence involving slavery and human trafficking nor have you been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking.

12.5    You must not commit or attempt to commit any offence: (i) of fraud, uttering or embezzlement at common law or (ii) of any other kind referred to in regulation 58(1) of the Public Contracts (Scotland) Regulations 2015.

13. General

13.1    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.

13.2    The Partner shall not be entitled to assign, novate, sub-contract or otherwise transfer the whole or any part of its rights or obligations under this these Terms and Conditions without the prior written consent of VisitScotland.

13.3    Any notice or communication to be given hereunder shall be in writing and shall be left at or sent by recorded delivery post to VisitScotland at the address set out herein and to the Partner at the address set out herein or such other address of which notice in writing is given for that purpose and any notice so given by post shall be deemed to have been served forty-eight hours after it is posted and in proving such service it shall be sufficient to provide that the envelope containing the notice was properly addressed and posted as set out above.

13.4    The Parties commit to embedding compliance with The Equality Act 2010 (the “Act”) in their day to day working practices and in the delivery of the Partnership Marketing Programme. In particular, the Parties shall ensure that they:

13.4.1    eliminate unlawful discrimination, harassment and victimisation and other conduct prohibited under the Act;

13.4.2    advance equality of opportunity between people who share a relevant protected characteristic and those who do not; and

13.4.3    foster good relations between people who share a protected characteristic and those who do not.

13.5    The Marketing Partner shall support the Equality Diversity and Inclusion Requirements and more generally VisitScotland’s Equality Diversity and Inclusion Pledge wherever possible in their performance of these Terms and Conditions.

13.6    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.

13.7    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.

13.8    These Terms and Conditions, together with the Agreement Details, constitute the entire agreement between VisitScotland and the Partner in connection with its subject matter and supersedes any prior agreements or arrangements between VisitScotland and the Partner in connection with the subject matter of the Partnership Marketing Programme.

13.9    Each Party acknowledges that, in entering into these Terms and Conditions it does 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.

13.10    The Agreement Details may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. Where Agreement Details are executed in counterparts, no counterpart shall be effective unless and until each Party has executed and delivered a counterpart to the other Party.

13.11    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.

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