1. Definitions and interpretation
1.1 In this Contract (including in the Contract Details to which these Terms and Conditions are appended), the following words or phrases shall have the meanings given to them below (unless the context requires otherwise):
Term | Meaning |
"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; |
"Content Creator" | means the individual or body corporate that is identified as the Content Creator in section 2 of the Contract Details; |
"Contract" | means this agreement comprising of the Contract Details, these Terms and Conditions and any other documents that are incorporated by reference into the Contract Details and/or these Terms and Conditions; |
"Contract Details" | means the Content Creator contract to which these Terms and Conditions are appended; |
"Effective Date" | means the last date of signature of this Contract; |
"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); |
"Project" | means the Content Creator marketing project described in section 2 of the Contract Details (and, where applicable, in any documents that are referred to in section 2 of the Contract Details which describe the Project); |
"Project Deliverable" | means each project deliverable that is to be provided or delivered by the Content Creator in connection with the Project, as described in section 2 of the Contract Details and/or as otherwise agreed between the parties from time to time; |
"Project Deliverable Deadline" | means the deadline for the provision or delivery of the relevant Project Deliverable by the Content Creator set out in section 2 of the Contract Details and/or as otherwise agreed between the parties from time to time; |
"Project Deliverable Material" | means all text, images, pictures, photographs, documents, graphics, trade marks, trade names, logos and other materials (in whatever form or medium) that are published, provided and/or made available by or on behalf of the Content Creator under and/or in connection with the Project and/or any Project Deliverable; |
"Terms and Conditions" | means the terms and conditions set out in this document; |
"VisitScotland" | means VisitScotland, an Executive Non-Departmental Public Body established under the Development of Tourism Act 1969, whose principal office is at Ocean Point One, 94 Ocean Drive, Edinburgh EH6 6JH; |
"VisitScotland Contribution" | means the contribution that is to be made by VisitScotland towards the Project, as set out in section 2 of the Contract Details; |
"VisitScotland Costs" | means all costs, expenses and other amounts that are suffered and/or incurred (or have been committed to be suffered or incurred) by VisitScotland and/or its employees, officers, agents, contractors, representatives and/or partners in connection with the provision, delivery and/or achievement of the VisitScotland Contribution; and |
"VisitScotland Material" | means all text, images, pictures, photographs, documents, graphics, trade marks, trade names, logos and other materials (in whatever form or medium) that is provided or made available by or on behalf of VisitScotland for use by the Content Creator in connection with the Project. |
1.2 In the event of any conflict between the provisions of (i) these Terms and Conditions and (ii) the Contract Details (or any other documents that are incorporated by reference into the Contract Details), the parties agree that the provisions of these Terms and Conditions shall prevail.
1.3 Any reference in this Contract 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.