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The Customer's attention is particularly drawn to the provisions of Clause 8. Terms and Conditions for Services 1. INTERPRETATION 1.1 Definitions. In these Conditions, the following definitions apply: Business Day means a day (other than a Saturday, Sunday or public holiday). Commencement Date means the Event Date specified in the Letter Contract. Conditions means these terms and conditions as amended from time to time in accordance with clause 12.7. Contract means the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions. Costs means the costs payable by the Customer for the supply of the Services in accordance with Clause 5. Customer means the person or firm who purchases Services from the Supplier as defined in the Letter Contract as the Company. Customer Default has the meaning detailed in Clause 4.2. Equipment means the equipment provided and used by the Supplier. Events means the events detailed in the Letter Contract. Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Letter Contract means the letter contract provided by the Supplier and completed and executed in writing by the Customer. Parties means the Supplier and the Customer. Programmes means the programmes detailed in the Letter Contract. Requirements means any requirements specified in the Letter Contract and accepted in the Supplier's written execution of the Letter Contract. Services means the services in respect of providing the Events and/or Programmes as set out in Letter Contract. Supplier means BlueSky Experiences Limited, incorporated in Scotland under the Companies Acts (no. SC216426) and having its registered office at Bachilton House Methven, Perth, Perthshire, PH1 3QX, United Kingdom. 1.2 Construction. In these Conditions, the following rules apply: 1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); 1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns; 1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; 1.2.4 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; and 1.2.5 a reference to writing or written includes faxes and e-mails. 2. BASIS OF CONTRACT 2.1 The Letter Contract constitutes an agreement by the Supplier to provide Services in accordance with these Conditions. 2.2 The Letter Contract shall only be deemed to be concluded when the Supplier receives a written acceptance of the Letter Contract by the Customer by execution of the Letter Contract, at which point the Contract shall come into existence. 2.3 The Contract constitutes the entire agreement between the Parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract. 2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 3. SUPPLY OF SERVICES 3.1 The Supplier shall supply the Services to the Customer in accordance with the Requirements in all material respects. 3.2 The Supplier shall use its reasonable endeavours to meet any performance dates specified in the Letter Contract but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. 3.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event. 3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill. 4. CUSTOMER'S OBLIGATIONS 4.1 The Customer shall: 4.1.1 ensure that the terms of the Letter Contract and any information it provides to the Supplier are complete and accurate; 4.1.2 co-operate with the Supplier in all matters relating to the Services; 4.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier; 4.1.4 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects; 4.1.5 prepare the Customer's premises for the supply of the Services; 4.1.6 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; 4.1.7 where relevant keep and maintain all Equipment at the Customer's premises in safe custody at its own risk, maintain the Equipment in good condition until returned to the Supplier, and not dispose of or use the Equipment other than in accordance with the Supplier's written instructions or authorisation; and 4.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default): 4.2.1 the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations; 4.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4.2,; and 4.2.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default. 5. COSTS AND PAYMENT 5.1 The Costs for the Services shall be detailed in the Letter Contract, unless otherwise agreed in writing between the Supplier and the Customer: 5.1.1 in the event that the Services are extended, altered or continue for a longer period of time than is anticipated at the Commencement Date, the Supplier, acting reasonably, shall permitted to increase the Costs to reflect the extension, alteration or continuation of the Services. 5.1.2 the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials required for provision of the Services; and 5.1.3 the Supplier shall be entitled to notify the Customer of any third party costs and/or charges which are to be or have been incurred in the provision of the Services and to require the Customer to pay such costs and/or charges directly to the third party and the Customer hereby indemnifies the Supplier against any loss or damage caused to the Supplier due to any failure or omission of the Customer to pay any such costs and/or charges. 5.2 The Supplier reserves the right to increase its standard daily fee rates, provided that such charges cannot be increased more than once in any 12 month period. The Supplier will give the Customer written notice of any such increase  weeks before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within  weeks of the date of the Supplier's notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract by giving  weeks' written notice to the Customer. 5.3 The Supplier shall invoice the Customer as detailed in the Letter Contract. 5.4 The Customer shall pay each invoice submitted by the Supplier: 5.4.1 within 30 days of the date of the invoice or as otherwise agreed in the Letter Contract; and 5.4.2 in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract. 5.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. 5.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per cent per annum above Bank of Scotland's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 5.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer. 6. INTELLECTUAL PROPERTY RIGHTS 6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier. 6.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer. 6.3 All Equipment is the exclusive property of the Supplier and shall remain vested in the Supplier. 7. CONFIDENTIALITY A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, designs, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 7 shall survive termination of the Contract. 8. LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE 8.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for: 8.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; 8.1.2 fraud or fraudulent misrepresentation; or 8.1.3 any other liability which cannot be limited or excluded by applicable law 8.2 Subject to clause 8.1: 8.2.1 the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business; loss of or damage to goodwill or any indirect or consequential loss arising under or in connection with the Contract; and 8.2.2 the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed [the amount specified in the Letter Contract]. 8.3 This clause 8 shall survive termination of the Contract. 9. TERMINATION 9.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract by giving the Customer [ninety (90) days] written notice. 9.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if: 9.2.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; 9.2.2 the other party 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 9.2.3 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or 9.2.4 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 14 days after being notified in writing to do so. 9.4 Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in Clause 9.2.2 to Clause 9.2.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment. 10. CONSEQUENCES OF TERMINATION 10.1 On termination of the Contract for any reason: 10.1.1 the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt; 10.1.2 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and 10.1.3 clauses which expressly or by implication survive termination shall continue in full force and effect. 11. FORCE MAJEURE 11.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. 11.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. 11.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer. 12. GENERAL 12.1 Assignment and other dealings. 12.1.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. 12.1.2 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract. 12.2 Notices. 12.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this Clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax. 12.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 12.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission. 12.2.3 The provisions of this Clause shall not apply to the service of any proceedings or other documents in any legal action. 12.3 Severance. 12.3.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of the Contract. 12.3.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. 12.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 12.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way. 12.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms. 12.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier. 12.8 Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of Scotland. 12.9 Jurisdiction. Each party irrevocably agrees that the Scottish courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).