Terms and Conditions

SCOTLAND FOOD & DRINK TERMS & CONDITIONS FOR SERVICES

Please read these terms and conditions carefully as they apply to all bookings made by you with Scotland Food & Drink Limited, Number 3, The Royal Highland Centre, Ingilston, Edinburgh, EH28 8NB (“SFD” / “us” / “we”) for services.

  1. 1.        DEFINITIONS AND INTERPRETATION

In these Terms, the following words and expressions shall have the following meanings unless the context otherwise requires:

“Booking Confirmation”

the written confirmation issued by SFD of your booking for the Services as described in Clause 2 below;

“Confidential Information”

any confidential information disclosed by SFD, as more particularly defined in Clause 8.1;

“Consultancy”

any consultancy services to be provided by SFD or a sub-contractor of SFD as part of the INSIGHTS Programme as more particularly described in the Booking Confirmation;

“Contract”

the contract between you and SFD for the Services as described in Clause 2.1 below;

“Deposit”

the deposit in pounds sterling stated in the Booking Confirmation for the Services;

“Deposit Date”

the date described as such in the Booking Confirmation;

“Exhibition Space”

any service described as such in the Booking Confirmation, provided by SFD (or a third party appointed by SFD) whereby space at an Exhibition is provided for your use;

“Intellectual Property Right”

any and all patents, rights to inventions, design rights, copyright and related rights, database rights, topography rights, trade marks, trade names and domain names, trade secrets, rights in unpatented know-how, rights of confidence and any other intellectual or industrial property rights of any nature, whether registered or unregistered, including all applications (or rights to apply) for, and renewals or extensions of 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;

“Materials”

the materials and documentation as described in Clause 7.1;

“Party”

each of you and SFD, and together they shall be known as the “Parties”;

“Premises”

the premises where the Services are delivered to Service Users (which in the case of Exhibition Space shall refer to the Exhibition as a whole);

“Price”

the total cost in pounds sterling stated in the Booking Confirmation for the Services, as may be amended from time to time on the prior written agreement of the Parties, together with such additions or deductions as may be allowed under these Terms;

“Service User(s)”

the individuals to receive the Services booked by you as set out in the Booking Confirmation;

“Services”

any services to be provided by SFD (or a third party appointed by SFD), including but not limited to Consultancy, Exhibition Space, conferences, trade events, workshops and seminars, as described in the Booking Confirmation;

“Terms”

these terms and conditions; and

“you”

the individual, firm, company or organisation which makes a booking for the Services as more particularly set out in the Booking Confirmation.

References to Clauses shall mean the clauses of these Terms and headings and punctuation are for ease of reference only and shall not affect interpretation.

  1. 2.        YOUR CONTRACT WITH US

2.1     When you request a booking of Services over the phone, by email or otherwise, it does not mean that your request has been accepted. Your request constitutes an offer to us to accept a booking. All requests are subject to acceptance by us and we confirm our acceptance by issuing a Booking Confirmation which will confirm the details of the Services. The contract between us ("the Contract") will only be formed and take effect when we issue you with the Booking Confirmation, and will be governed by these Terms. This Contract shall be valid and binding on us both regardless of whether or not you sign and return a copy of the Booking Confirmation to us. Where you request a booking of Services through an agent, factor or licensee, he shall disclose this to SFD.

2.2     The Contract shall constitute the whole agreement between you and us to the exclusion of any other terms and conditions which may have been submitted by you or subject to which the Contract is accepted by you, unless otherwise expressly agreed by us in writing. In the event of a conflict between the Contract and any condition in and communication from you, the terms of the Contract shall prevail. In the event of a conflict between the Terms and the Booking Confirmation, the terms of the Booking Confirmation shall prevail.

2.3     Any samples, drawings, descriptive matter or advertising issued by SFD, and any descriptions or illustrations contained in SFD’s catalogues, brochures or website are issued or published for the sole purpose of giving an approximate idea of the Services described in them and shall not form part of the Contract.

2.4     Where the Services constitute the provision of Exhibition Space, you hereby acknowledge that this Contract shall also be subject to the terms and conditions, or rules and regulations issued from time to time by the Exhibition organisers (“Organisers”) to SFD (including the Rules & Regulations document and the Exhibitor Manual). You also agree that this contract is subject to the terms of the agreements between the Organisers and SFD, and the Organisers and the venue owner under which the Organisers have licensed (and accordingly sub-licensed to SFD) the Premises. SFD may from time to time issue directions, withhold or refuse certain rights or benefits, and/or impose additional or more stringent obligations on you, and these shall be binding upon you provided that they are imposed as a direct consequence of a term in a contract between the Organiser and SFD.

  1. 3.        SERVICES

3.1     Subject to compliance by you with these Terms, with effect from the date as stated in the Booking Conformation and in consideration of the Price being paid by you in accordance with these Terms, SFD shall provide Services in accordance with the terms of the Contract.

3.2     The Services may be varied by prior written agreement between you and SFD from time to time. You acknowledge that any changes to the Services may impact on the Price which shall be varied by SFD accordingly.

3.3     If there are any errors or details missing in the Booking Confirmation you must let us know immediately. We shall have no liability for any loss, damage, costs or expenses or other claims for compensation arising from your failure to notify us of such errors or missing information.

3.4     The Booking Confirmation shall specify the number of Service Users which you expect to use the Services. Any changes to numbers thereafter must be notified to us as soon as possible and no later than fourteen (14) days prior to the commencement date of the Services. Unless agreed otherwise by SFD in writing, the Price will be calculated according to the higher of either the confirmed minimum number of Service Users set out in the Booking Confirmation or the final number of Service Users that use the Services.

3.5     SFD will use reasonable endeavours to meet any performance dates provided for the Services, but time shall not be of the essence in the performance of the Services.

3.6     You hereby acknowledge that there may be circumstances in which SFD may need to reschedule or cancel the Services. In the event that SFD need to reschedule or cancel the Services, SFD will endeavour to provide you with reasonable written notice and to find a suitable date on which to reschedule. You shall then be responsible for informing the Service Users of any such changes. In the event that the parties are unable to agree on a new date for the Services rescheduled by SFD, SFD shall refund to you the Deposit and any other payments that may have been made to SFD towards the Price.

3.7     If any Service Users have any special requirements (e.g. dietary, mobility or access), it is your responsibility to provide us with reasonable written notification of these requirements in advance of the commencement date of the Services. Provided that we receive such notification, we shall endeavour to meet those requirements as far as is reasonably practicable.

3.8     If a Service User has a listed disability as defined in the Equality Act 2010 (as amended) it is your responsibility to provide us with reasonable written notification in advance of the commencement date of the Services. Provided that we receive such notification we shall endeavour to make any reasonable adjustments to the Services in accordance with the provisions of that Act.

3.9     Where the Services constitute the provision of Exhibition Space, the following terms shall also apply:

3.9.1     details of Exhibition hours are given in the Rules & Regulations and Exhibitor Manual. During these times stands must be manned by your staff;

3.9.2     SFD reserves the right to require you to remove any exhibit or category of exhibit if SFD in its absolute discretion considers that it does not directly pertain to the Exhibition, or if the same is libellous of an obscene nature or may infringe the rights of any third party or which SFD considers in its absolute discretion to be undesirable or detrimental to the Exhibition, other traders or the general commercial interests of SFD or any associated company;

3.9.3     in the event that SFD’s space allocation is moved or reduced by the Organiser then SFD shall be entitled to relocate you at its sole discretion (but having regard to a comparable location where possible);

3.9.4     you must occupy the space allotted to you by show opening time on the first day of the Exhibition. Should you fail to do so, you indemnify SFD against all costs, claims, demands, proceedings and losses whatsoever made against or incurred by SFD in relation to such failure;

3.9.5     you will not be permitted to display any exhibit in such a manner as in the opinion of the Organisers and/or SFD obstruct the light or impede the view along the open spaces or gangways or to occasion inconvenience or otherwise affect the display of other traders. Your display must comply with any applicable rules issued by the Organiser;

3.9.6     SFD may provide a drawing of the SFD pavilion and exhibitor package to you. You may be permitted to appoint another contractor for interior work to the shell scheme subject to the Organisers’ and SFD’s prior written consent being obtained;

3.9.7     insofar as required by SFD and/or Organisers, you shall promptly provide such information for inclusion in any publication relating to the Exhibition or SFD's involvement therein;

3.9.8     you must provide the Organisers and SFD with full details of your stand contractors and sub-contractors. You must also ensure your contractors and sub-contractors are aware of and comply with all Terms and Conditions and Rules and Regulations for the Exhibition as issued from time to time by the Organisers; and

3.9.9     you shall only be permitted to decorate the interior of the shell scheme allocated to you. All materials used for building, decorating or covering stands must be of non-flammable material. You must comply with all instructions given by the relevant authorities to avoid the risk of fire or any other risk. For the avoidance of doubt, the following are excluded from the Exhibition: explosives, detonating or fulminating compounds, and all dangerous or harmful substances, including primings, fireworks, etc. Primings, fireworks, matches and similar objects can only be exhibited in the form of imitations, and on condition that they contain no inflammable matter.

 

  1. 4.        PRICE AND PAYMENT

4.1     The Price is based on the description of the Services set out in the Booking Confirmation. You will be responsible for settling all other accounts for ancillary charges and expenses incurred in connection with the Services, which are initiated by you, your agent, representative, or contractor and discharging all such liabilities forthwith when called upon to do so.

4.2     If the Services to be delivered change, through written agreement with you, the Price may be subject to change which shall be agreed with you at the time.

4.3     Unless otherwise referred to in the Booking Confirmation, SFD shall issue an invoice for the Services (other than any Consultancy) along with the Booking Confirmation, and the Price due shall be payable by you  either:

(a) within thirty (30) days of the date of the invoice; or (b) before the date on which the Services are to be provided, whichever is the earlier.

4.4     Where Consultancy is carried out, SFD shall issue an invoice for said Consultancy on completion and the Price due for said Consultancy shall be payable by you within thirty (30) days of the date of the invoice.

4.5     Notwithstanding clauses 4.2 and 4.4, where any Deposit is stated in the Booking Confirmation, it shall be due for payment by you on or before the Deposit Date. The Deposit shall form part of the Price, and shall be non- refundable. For the avoidance of doubt, we will have no obligation to refund the Deposit (or any part thereof) in any case of cancellation, regardless of when such cancellation is notified to us.

4.6     If you fail to make payment of any sums due to us in accordance with this Clause 4, then without prejudice to any other rights or remedies available to us, we shall be entitled to:

(a)      cancel the Contract or suspend Services to you and appropriate any payment made by you to such Services as we may think fit; and

(b)      charge you interest on the amount unpaid at the rate of 3% per annum above Bank of Scotland base rate from time to time from the first day on which the sums become payable until payment is made in full.

4.7     You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against SFD in order to justify withholding payment of any such amount in whole or in part. SFD may, without limiting its other rights or remedies, set off any amount owing to SFD by you against any amount payable by SFD to you.

4.8     Any amounts due to us under the Contract shall not be treated as paid until we are in receipt of cleared funds for the full amount (including all applicable interest and charges).

4.9     Unless otherwise stated, the Price(s) and Deposit shall be exclusive of any applicable value added tax (and any other taxes) which shall be payable by you at the applicable rate from time to time.

4.10   You shall not be entitled to withhold payment of any amount payable under the Contract to us because of any disputed claim in respect of the Services or any other alleged breach of the Contract.

4.11   For the avoidance of doubt, where a Deposit is payable, should you fail to pay it in full by the Deposit Date, we will be entitled to cancel the Contract. Where the Services are for Exhibition Space, on cancelling the Contract we shall be entitled to re-assign the relevant space to a third party and shall be entitled to refuse entry, close, have removed or confiscate any stand and/or exhibits belonging to you if you have not fulfilled your obligations relating to payments.

 

  1. 5.        CANCELLATION

5.1     You shall not be permitted to assign, transfer, resell or subcontract your booking (in whole or in part) without the prior written consent of SFD. Where the Services are Exhibition Space, you shall not be entitled to sublet or grant the right to use your allocated space at the Exhibition to any third party, without SFD's prior written consent.

5.2     Notice of cancellation by you must be given as early as possible and in writing by letter or email stating the reason for the cancellation.

5.3     In the event that you cancel the Contract, SFD shall be entitled, whether acting reasonably or not, to retain and treat as its own property any Deposit (or part thereof) paid by you. Should you cancel after the Deposit has become due, if it has not yet been paid you shall remain liable to pay the Deposit. In addition to this, there may also be a cancellation fee payable, depending on the time of your cancellation.

5.4     In respect of Services other than Exhibition Space, should your notice of cancellation be received by us within the [ten (10) working day] period prior to the planned start date of the Services, SFD reserve the right to impose a cancellation fee of fifty per cent (50%) of the full Price.

5.5     In respect of Exhibition Space, should your notice of cancellation be received by us:

5.5.1     within the [thirty (30) day] (inclusive) period prior to the planned start date of the Exhibition, SFD reserve the right to impose a cancellation fee of one hundred per cent (100%) of the full Price; or

5.5.2     within the period falling between [thirty (30) and sixty (60) days] prior to the planned start date of the Exhibition, SFD reserve the right to impose a cancellation fee of fifty per cent (50%) of the full Price.

5.6     In any case where you have not already paid to us sums equal to the relevant cancellation fee or the Deposit at the time of cancellation, you shall be liable to pay the shortfall immediately on cancellation, and the provisions of clause 4 shall apply.

5.7     If a Service User fails to use the Services, and you have failed to notify SFD in writing, you will be charged the full Price for the Services. You will also be liable for any costs and cancellation charges incurred by SFD in relation to the cancellation of any part of the Services to be provided by third parties.

5.8     In relation to Exhibition Space, you shall not have any claim against SFD in respect of any loss or damage whatsoever in relation to Exhibition failing (for whatsoever reason) to be held, or the Exhibition venue being or becoming wholly or partially unavailable for the holding of the Exhibition for whatsoever reason. If by re-arrangement or postponement of the period of the Exhibition or by substitution of an alternative venue for the Exhibition or by means of any other reasonable matter or thing the Exhibition can be held the contracts for space shall be binding upon all parties save that the same shall be deemed to be varied so as to allow for any necessary change in venue, dates or period of the Exhibition, stand size, location or otherwise.

  1. 6.        YOUR RESPONSIBILITIES

6.1     You are responsible for the behaviour of all Service Users and you shall procure that all Service Users:

(a)      comply with the Terms;

(b)      conduct themselves in an orderly and acceptable manner and do not disrupt the quiet enjoyment of other persons who may be using the Premises;

(c)      abide by any health & safety requirements that may exist at the Premises, along with any other legal requirements;

(d)      comply with any security requirements that may apply at the Premises;

(e)      do not smoke inside the Premises and that they smoke only in designated smoking areas;

(f)        use any items loaned to them appropriately; and

(g)      secure any personal items and effects, including any vehicles that they may bring to the Premises, adequately when left unattended.

6.2     SFD reserves the right to remove any Service User from the Premises, in the reasonable opinion of SFD, whose presence is undesirable or is in breach of the requirements set out in Clause 6.1 and said behaviour shall be reported to you.

6.3     Where a breach of Clause 6.1 by a Service User is sufficiently serious (in the reasonable opinion of SFD) SFD reserves that right to immediately terminate the Services (or any part thereof).

6.4     SFD shall not be liable to make any refund or any other compensation where persons are removed from the Premises or the Services are terminated under this Clause 6.4.

6.5     Unless agreed otherwise by the parties in writing, you acknowledge that SFD shall not be responsible for arranging or providing any services other than those set out in the Booking Confirmation. Any further services and/or documentation not included in the Services which are required to enable the Service Users to receive the Services, including but not limited to third party consents and transport arrangements, shall be the responsibility of you or the Service Users, at your own cost.

 

  1. 7.        INTELLECTUAL PROPERTY

7.1     Any and all Intellectual Property Rights in and to any materials, slides, data and other documentation (“Materials”) provided to Service Users as part of the Services shall remain the exclusive property of SFD or any relevant third party.

7.2     You shall ensure that any Service Users do not copy any materials, slides, data and documentation that the Service Users are provided as part of the Services, without the prior written consent of SFD.

 

  1. 8.        CONFIDENTIALITY

8.1     You shall procure that Service Users keep secret and confidential at all times all and any information and Materials that may come into the possession of Service Users at any time before during or after the Contract term and are deemed to be confidential by us (“Confidential Information”). You shall procure that Service Users shall not use, copy or disclose to any third party any such Confidential Information unless they have obtained our prior written consent.

8.2     You shall keep SFD fully and effectively indemnified in respect of all claims, losses, liabilities, damages, costs and expenses arising from any breach of the terms of this Clause 8.

8.3     The obligations contained in this Clause 8 shall survive termination or performance of the Contract.

8.4     All Confidential Information shall remain the property of SFD. You undertake to immediately on: (i) receipt of a written request from SFD; (ii) termination of this Contract; or (iii) the completion of the Services (whichever is earliest) to:

8.4.1  return all Confidential Information in its possession, custody or control, together with all copies thereof; or

8.4.2  if so requested by SFD, to destroy by shredding or incineration all documents and other material in its possession, custody or control which bear or incorporate any part of the Confidential Information, and to certify to SFD in writing that the same has been done.

 

  1. 9.        WARRANTIES

9.1     SFD warrants to use reasonable endeavours to perform the Services in accordance with the Booking Confirmation and to perform the Services with reasonable skill and care.

9.2     In respect of Exhibition Space:

9.2.1     whilst the Organisers and SFD shall use their reasonable endeavours to organise and promote the Exhibition in such manner as they consider appropriate, the Organisers and SFD reserve the right to amend or vary the manner or methods of such organisation and promotion, and therefore any statements made by or on behalf of the Organisers or SFD as to audience projections or methods or timing of promotion shall constitute only general indications of the Organisers’ or SFD’s promotion and organising strategy and shall not amount to any representation or warranty; and

9.2.2     any statement in any form made by or on behalf of SFD that any trader is booked to attend the Exhibition (provisionally or otherwise) shall not constitute any warranty, representation or undertaking by SFD that any such trader will attend the Exhibition or attend at any particular location.

9.3     You acknowledge and agree that unless otherwise expressly agreed in writing with SFD, the Services shall not be tailored for particular Service Users.

9.4     Except as expressly stated, SFD does not make and hereby disclaims, any express or implied warranty regarding the Services to the extent permissible in law.

9.5     You warrant and represent that you have full capacity and authority to enter into and comply with the terms of the Contract.

 

  1. 10.     LIABILITY

10.1   SFD shall have no liability for any loss, damage, costs or expenses or other claims for compensation arising from any instructions supplied by you for the Services which are incomplete, incorrect or inaccurate or arising from the late or non-arrival, or any other fault, of you or your Service Users.

10.2   SFD does not accept liability for loss or damage to any personal effects, equipment or belongings of Service Users (except to the extent such loss or damage is caused by SFD’s negligence) and any damage caused by inappropriate use or loss of loaned items by Service Users will be charged to you.

10.3   Except in respect of death or personal injury caused by SFD’s negligence, or as expressly provided by these Terms, SFD shall not be liable to you or Service Users for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of SFD, its agents or otherwise) which arise out of or in connection with the Services (including any delay in providing or failing to provide the Services) or its use by you (or its Service Users), and to the fullest extent permissible by law the entire liability of SFD under or in connection with the Contract shall not exceed the Price, which you acknowledge and agree is reasonable.

10.4   Where the Services constitute Exhibition Space, SFD shall not in any event be held responsible or liable: (i) for any restriction or conditions which prevent the construction, erection, completion, alteration or dismantling of stands or the entry, sitting or removal of exhibits, or for failure of any services or amenities provided or contracted to be provided by the venue owner or other third parties; and (ii) in respect of any contract entered into between you and any official contractor appointed by the Organisers or SFD for the negligence or default of any such contractor, its servants or agents.

10.5   You shall indemnify and keep indemnified SFD, its servants and agents against all actions, claims, demands, costs and expenses incurred by or made against SFD or its servants or agents in respect of any loss, liability, damage or personal injury (including death) which arise: (i) from anything done or omitted to be done by you and your Service Users under this Contract to the extent that such loss, damage or injury is caused by the negligence or other wrongful act or negligence of you or the Service Users; and/or (ii) as a result of your advertising, exhibiting, promoting, selling or supplying any goods or services at an Exhibition.

  1. 11.     INSURANCE

11.1  You shall make sure that you are fully covered by insurance including, but not restricted to, all risks on their property, exhibits or articles of any kind, employers’ liability, public liability and comprehensive protection against any loss or damage caused by any circumstance whatsoever whether by reason of fire, water, theft, accident or any other cause.

11.2  Where the Services constitute Exhibition Space, you shall insure against, indemnify and hold SFD and the Organisers harmless in respect of all costs, claims, demands and expenses to which SFD and the Organisers may in any way be subject as a result of any loss or injury arising to any person (including members of the public or SFD and the Organisers staff, agents or contractors) or property howsoever caused as a result of any act or default of yours, your servants, agents or contractors or invitees. If SFD and the Organisers so demand you shall provide proof to SFD and the Organisers that you have adequate insurance cover. In addition, you may wish to take insurance for losses and wasted expenditure in the event of the Exhibition being cancelled, abandoned or curtailed. You must ensure that your temporary staff and the staff of your agents or contractors are insured against claims for workman’s compensation. The period for which such insurance shall be maintained shall run from the time you or any of your servants, agents or contractors first enter the Exhibition grounds, and continue until it has vacated the Exhibition grounds and all its exhibits and property have been properly removed.

 

  1. 12.     FORCE MAJEURE

12.1   We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (a “Force Majeure Event”).

12.2   A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

(a)      strikes, lock-outs or other industrial action;

 

(b)      civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

 

(c)      fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

 

(d)      impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

 

(e)      impossibility of the use of public or private telecommunications networks; or

 

(f)        the acts, decrees, legislation, regulations or restrictions of any government.

12.3   Where a Force Majeure Event causes SFD to partially suspend or cancel the Services, liability will be limited to a refund of any payment paid for those particular Services (or part of the Services). SFD shall not be liable for any indirect or consequential loss or costs incurred by you, although SFD shall endeavour to offer alternative dates.

 

  1. 13.     TERMINATION

13.1   SFD may terminate the Contract with immediate effect by giving written notice to you if:

(a)      you or any of your delegates and/or attendees, commits a material breach of the Contract and if such breach is remediable, fails to remedy that breach within fourteen (14) days of that party being notified in writing of the breach;

(b)      there is a persistent breach by you or any of your Service Users of the Contract, being the repeat of any breach which we have previously notified in writing to you;

(c)      the behaviour of your delegates or attendees is unacceptable to SFD and may affect the reputation and goodwill of SFD;

(d)      an encumbrancer or an equivalent third party, takes possession or a receiver is appointed over any of the property or assets of you;

(e)      you make any voluntary arrangement with your creditors or become subject to an administration order;

(f)        you go into liquidation;

(g)      anything analogous to any of the foregoing under the law of any other jurisdiction occurs in relation to you;

(h)      you cease, or threaten to cease to carry on business; or

(i)        you fail to pay any amount due under the Contract on the due date for payment.

13.2   Termination of the Contract shall not affect the rights and remedies accrued by the parties as at the date of such termination or any rights or obligations which due to the nature thereof are intended to survive termination.

 

  1. 14.     DATA PROTECTION

14.1   Any personal data received by SFD from you and your Service Users will be processed and stored in accordance with current Data Protection legislation. We will only use your personal information for the purposes of arranging and providing the Event and we will not pass your personal information to any third party unless we have your consent, it is necessary to do so in order to comply with your instructions or where we are required to do so by law.

14.2   You shall comply with the requirements of the Data Protection Act 1998 (the “Act”) shall and observe all your obligations under the Act which arise in connection with the Services and the Service Users.

14.3   Notwithstanding the general obligation in Clause 13.2, where you are processing Personal Data (as defined by the Act) as a Data Processor for SFD (as defined by the Act) you shall ensure that you have in place appropriate technical and organisational measures to ensure the security of the Personal Data (and to guard against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to, the Personal Data), as required under the Act; and

14.3.1    provide SFD with such information as SFD may reasonably request to satisfy itself that you are complying with your obligations under the 1998 Act;

 

14.3.2      promptly notify SFD of any breach of the security measures to be put in place pursuant to this Clause 13; and

 

14.3.3      ensure that you do not knowingly or negligently do or omit to do anything which places SFD in breach of its obligations under the Act.

 

  1. 15.     CORRUPT GIFTS 

15.1   You shall not offer or give, or agree to give, to any employee, agent or representative of SFD any gift or consideration of any kind as an inducement or reward to doing or refraining from doing or for having done or refrained from going any act in relation to the obtaining or execution of this or any other contract with SFD. Your attention is drawn to the Criminal Bodies Corrupt Practices Act 1989, the Prevention of Corruption Acts 1906 to 1916 and the Bribery Act 2010.

 

  1. 16.     GENERAL

16.1   The relationship between you and SFD will be that of an independent contractor. Nothing in this Contract will be construed or deemed to imply that the relationship between you and SFD is that of employee and employer. You will have no authority to hold itself out as an agent of SFD, and will not make any statements, representations or commitments of any kind, or take any other action which would be binding upon SFD.

16.2   You and SFD shall not be bound by any variation or waiver of, or addition to, these Clauses except as agreed by both parties in writing and signed on their behalf.

16.3   The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of SFD which is not set out in the Contract. Should any of the provisions of this Contract be judged illegal or unenforceable, the remainder of its provisions shall remain in full force and effect.

16.4   SFD may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights under the Contract.

16.5   All Contracts and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual claims) shall be governed by Scots law and be subject to the exclusive jurisdiction of the Scottish Courts.

If you have any questions regarding these Terms please contact us on 0131 335 0940 or email info@foodanddrink.scot

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