Terms and Conditions for Services

The Customer's attention is particularly drawn to the provisions of Clause 8.

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 date detailed 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 the Letter Contract and 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 the 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:

a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
a reference to a party includes its personal representatives, successors or permitted assigns;
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;
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
a reference to writing or written includes faxes and e-mails.

2. Basis of Contract

The Letter Contract constitutes an agreement by the Supplier to provide Services in accordance with these Conditions.
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.
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.
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

The Supplier shall supply the Services to the Customer in accordance with the Requirements in all material respects.
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.
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.
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:

ensure that the terms of the Letter Contract and any information it provides to the Supplier are complete and accurate;
co-operate with the Supplier in all matters relating to the Services;
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;
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;
prepare the Customer's premises for the supply of the Services;
obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
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.

4.2 Customer Default

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"):

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;
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
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

The Costs for the Services shall be detailed in the Letter Contract, unless otherwise agreed in writing between the Supplier and the Customer:
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 be permitted to increase the Costs to reflect the extension, alteration or continuation of the Services;
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
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.
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 shall invoice the Customer as detailed in the Letter Contract.
The Customer shall pay each invoice submitted by the Supplier:
1. within 30 days of the date of the invoice or as otherwise agreed in the Letter Contract; and
2. in full and in cleared funds to a bank account nominated in writing by the Supplier.
Time for payment shall be of the essence of the Contract.
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).
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.
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).

6. Intellectual Property Rights

All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
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.
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.

8. Limitation of Liability

The Customer's attention is particularly drawn to this clause.

Nothing in these Conditions shall limit or exclude the Supplier's liability for:
1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
2. fraud or fraudulent misrepresentation; or
3. any other liability which cannot be limited or excluded by applicable law.
Subject to clause 8.1:
1. the Supplier shall under no circumstances whatsoever be liable to the Customer 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
2. the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract shall in no circumstances exceed the amount specified in the Letter Contract.

9. Termination

The Supplier may terminate the Contract by giving the Customer thirty (30) days written notice.
Either party may terminate the Contract with immediate effect by giving written notice if:
1. the other party commits a material breach of any term of the Contract and fails to remedy that breach within 14 days;
2. the other party suspends or threatens to suspend payment of its debts;
3. the other party suspends or ceases to carry on all or a substantial part of its business; or
4. the other party dies or becomes incapable of managing its affairs.
The Supplier may terminate immediately if the Customer fails to pay any amount due under the Contract.
The Supplier may suspend provision of the Services if the Customer becomes subject to any of the events listed in clause 9.2.

10. Consequences of Termination

On termination of the Contract for any reason, the Customer shall immediately pay all outstanding unpaid invoices and interest.
The accrued rights, remedies, obligations and liabilities of the parties shall be unaffected.
Clauses which expressly or by implication survive termination shall continue in full force and effect.

11. Force Majeure

For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier.
The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations due to a Force Majeure Event.
If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 4 weeks, the Supplier may terminate the Contract immediately by giving written notice.

12. General

12.1 Assignation and Other Dealings

The Supplier may assign, transfer, mortgage, charge, subcontract or otherwise deal with its rights under the Contract.
The Customer shall not assign or transfer any rights or obligations without prior written consent.

12.2 Notices

Any notice or other communication given under the Contract shall be in writing.
A notice shall be deemed received in accordance with the delivery method used.
The provisions of this clause shall not apply to legal proceedings.

12.3 Severance

If any provision or part-provision of the Contract becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary.

12.4 Waiver

A waiver of any right under the Contract is only effective if it is in writing.

12.5 No Partnership or Agency

Nothing in the Contract is intended to establish any partnership or joint venture between the parties.

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

No variation of the Contract shall be effective unless agreed in writing and signed by the Supplier.

12.8 Governing Law

This Contract shall be governed by and construed in accordance with Scots law.

12.9 Jurisdiction

Each party irrevocably agrees that the Scottish courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Contract.