Working with us terms and conditions

1.1 These terms and conditions (the “Terms”) apply to any company, organisation, individual or other body (“You”, “Your”, “Your Organisation”) that VisitScotland has agreed to work with. These Terms set out the basis on which You and VisitScotland will work together and will come into effect on the day VisitScotland presents them to You.

1.2 The following words have the meanings given to them in these Terms:

“Code” means the code of conduct set out in clause 3 below that You agree to comply with as part of these Terms;

“Data Protection Laws” means the Data Protection Act 2018, the UK GDPR, GDPR, any relevant law implemented as a result of GDPR and the Privacy and Electronic Communications (EC) Directive Regulations 2003;

“Material” means all text, images, pictures, photographs, videos, documents, graphics and other materials (in whatever form or medium) that are provided by You to VisitScotland and/or its agents or representatives in connection with these Terms;

“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018; and

“VisitScotland” means VisitScotland, an Executive Non-Departmental Public Body established under the Development of Tourism Act 1969 as amended under the Tourist Boards (Scotland) Act 2006 and having its principal place of business at Waverley Court, 4 East Market Street, Edinburgh EH8 8BG.

2.1 VisitScotland is committed to promoting and developing the Scottish tourism industry for the benefit of all industry stakeholders. VisitScotland has agreed to work with You on the basis that:

(a) Your Organisation is reputable and will continue to remain so whilst these Terms apply;

(b) You will uphold VisitScotland's reputation and not do anything to damage or cause harm to it;

(c) You will comply with the Code; and

(d) You will collaborate and cooperate with VisitScotland where reasonably required during the course of these Terms in relation to any request for assistance by VisitScotland under or in connection with these Terms.

3.1 You agree to comply with the Code, which is set out in this clause 3:

3.1.1 Consumer care:

Where Your Organisation is consumer facing, you commit to providing high quality customer care by maintaining strong standards of service, safety, hygiene and transparency. Your staff will act courteously and professionally, and you will handle complaints promptly and fairly. Your premises, equipment and vehicles will meet all legal safety requirements and be maintained to a high standard. You will engage positively with the public, offering helpful information—especially about local services and attractions where relevant. You will display clear and honest pricing for all products and services.

3.1.2 Legislation and Insurance:

You will be aware of, and comply with, all applicable laws, statutes, regulations and licensing requirements relating to Your Organisation (including, but not limited to, those relating to equality, health and safety, consumer protection, employment, anti-corruption and prevention of modern slavery) and to ensure that You and Your staff (and agents and sub-contractors, if applicable) comply with these. It is Your responsibility to take out and maintain sufficient insurance relating to Your Organisation.

3.1.3 Press and Social Media:

You will ensure that You and Your staff have not and will not make and/or ‘post’ any inflammatory, derogatory or defamatory comments about VisitScotland, VisitScotland staff or the Scottish tourism industry on any third party media, web site or social media platform.

4.1 VisitScotland and You agree that all rights, title and interest in or to any information, data, reports, documents, procedures, technology, know-how and any other intellectual property rights whatsoever owned by either VisitScotland or You (or Your licensors) before these Terms come into effect or developed by either party for the duration of these Terms shall remain the property of that party.

4.2 You grant to VisitScotland and its agents, contractors, representatives and partners a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to use all Material for the purposes of promoting Your Organisation and promoting tourism in Scotland.

4.3 You represent, warrants and undertake to VisitScotland that:

4.3.1 You own all rights in and to the Material;

4.3.2 all text contained within the Material is written and compiled by You, with the exception of any quoted texts or text expressly commissioned in writing by You from a third party (provided that the relevant intellectual property rights are owned by You);

4.3.3 the Material does not violate or infringe upon the intellectual property rights of any third party (including, but not limited to, any rights of copyright, trade mark, privacy or other intellectual property rights);

4.3.4 the Material can be used by VisitScotland across different forms media (for example, images supplied for print advertising can be used in web pages and vice versa);

4.3.5 the Material contains nothing defamatory, obscene or illegal, and that it does not breach confidentiality or invade the privacy of any person;

4.3.6 the Material does not breach, or risk being in breach, of any UK law or other legal duty or obligation owed by You or VisitScotland; and

4.3.7 all statements in the Material purporting to be factual are true and based upon reasonable research for accuracy.

4.4 It is the responsibility of You to check the accuracy of all Material as Material is published by or on behalf of VisitScotland without any guarantees, conditions or warranties as to accuracy on the part of VisitScotland (to the extent permitted by law).

4.5 Where You use any VisitScotland website to upload Material or for any other purpose, You shall further be subject to the VisitScotland websites’ Terms of Use and relevant privacy notice.

5.1 VisitScotland reserves the right to refuse to accept (or, where applicable, to amend) all or any part of any Material provided by You in connection with these Terms (including any reference to a website, or information contained on a website, that You request VisitScotland to promote).

5.2 VisitScotland is unable to guarantee the date of insertion, position, wording or quality of any advertisement.

5.3 Unless otherwise agreed between VisitScotland and You, VisitScotland is unable to return any Material provided to it by You.

5.4 You undertake to timeously provide content, and respond promptly to requests to proof check content, prior to the relevant dates of publication of any Material.

6.1 Where VisitScotland, at its sole discretion, authorises You to refer to its name or to use any of its intellectual property rights in the carrying out of Your obligations set out in these Terms, You may display reference to “Working with VisitScotland” in Your promotional materials.

6.2 Unless otherwise agreed in writing with VisitScotland, You shall not refer to or imply any other association with VisitScotland.

6.3 On termination of these Terms, You will immediately stop using any promotional materials that refer to “Working with VisitScotland”.

6.4 VisitScotland has retired its quality assurance scheme. As such, any related promotional material or collateral should no longer be displayed by You. You are responsible for removing all quality assurance promotional materials, whether provided by VisitScotland, or created by you, from Your Organisation at Your own cost. This includes both digital and physical collateral such as plaques, window stickers, certificates, digital logos and any references which are made to quality assurance awards in leaflets, magazines or online.   

7.1 These Terms will come into effect on the day VisitScotland presents them to You and shall continue unless terminated by VisitScotland.

7.2 VisitScotland may terminate these Terms by notice in writing to You with immediate effect if it considers that:

7.2.1 You have failed to comply with the provisions of these Terms;

7.2.2 You have suffered an event which may give rise to insolvency or there is a change in Your ownership or control;

7.2.3 VisitScotland's continued association with You is likely to impair, damage or be detrimental to its reputation or standing;

7.2.4 You have failed to comply with the Code, any legislation and/or any guidance or directions published by a regulatory body; and/or

7.2.5 Your Organisation becomes unsuitable for VisitScotland to continue to deal with and/or support.

8.1 Any notice given to a party under or in connection with these Terms shall be in writing and shall be:

8.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if You are a company registered in Scotland) or Your principal place of business (in any other case); or

8.1.2 sent by email to the addresses (if any) notified for that party (or an address substituted in writing by the party to be served).

9.1 Each party shall comply at all times with the Data Protection Laws and shall not perform its obligations under these Terms in such a way as to cause the other to breach any of its applicable obligations under the Data Protection Laws.

9.2 The parties acknowledge and agree that the exact relationship between them as dictated by the Data Protection Laws will be documented separately from these Terms.

10.1 You shall fully indemnify and keep indemnified VisitScotland from and against all costs, claims, expenses (including reasonable legal expenses), liability, losses or damage that VisitScotland may suffer or incur as a result of or in connection with:

10.1.1 Your breach of any of the terms of clause 4; and

10.1.2 any claims or actions that are raised against VisitScotland by any third party in connection with the acts, omissions, negligence, default and/or breach of You and/or any of Your staff.

10.2 VisitScotland will notify You as soon as reasonably practicable after it becomes aware of any claim or action by a third party in connection with the acts, omissions, negligence, default and/or breach of You and/or any of Your staff and may (at VisitScotland’s discretion) allow You to conduct the defence of such claim or action.

11.1 Nothing in these Terms shall exclude or limit the liability of either party for death or personal injury resulting from its own negligence, nor for any other liability that cannot be excluded or limited at law.

11.2 Subject to clauses 11.1 above and 11.3 below, in no event shall VisitScotland’s aggregate liability to You under or in connection with these Terms exceed the aggregate amount of £1,000.

11.3 Subject to clause 11.1 above, VisitScotland shall have no liability whatsoever to You:

11.4 for any consequential or indirect loss or damage;

11.5 for loss of profit, loss of business, loss of revenue, loss of data, loss of goodwill and/or loss of anticipated savings;

11.6 in relation to any action or claim by any customer of You or any other third party which relates to or is connected with the acts, omissions, negligence, default and/or breach of You and/or any of Your staff; and/or

11.7 to the extent that any claim is directly or indirectly caused or affected by Your breach of contract or any dishonest, fraudulent or criminal act of You or any of Your employees, sub-contractors or agents; and/or

11.8 in relation to any error, breach or failure by any third party engaged by or on behalf of You.

12.1 You shall comply with all applicable laws, regulations, codes and guidance relating to anti-bribery and anti-corruption and the prevention of fraud, including but not limited to the Bribery Act 2010 (“Relevant Requirements”).

12.2 You shall have and maintain in place for the duration these Terms, and enforce where appropriate, Your own policies and procedures to comply with the Relevant Requirements, including but not limited to adequate procedures set out in the Bribery Act 2010 and any relevant guidance.

13.1 You will comply with all applicable anti-slavery and human trafficking laws, regulations and codes from time to time in force, including the Modern Slavery Act 2015 when carrying out any activities in connection with these Terms.

14.1 You shall comply with all applicable equality laws (whether in relation to race, sex, gender reassignment, age, disability, sexual orientation religion and/or pregnancy) and take all necessary steps to prevent unlawful discrimination. You will also provide appropriate facilities for people with disabilities where legally required.

15.1 VisitScotland is committed to inclusive tourism, which is about ensuring that all customers can enjoy their experience without any barriers or restrictions.

15.2 You shall consider: (i) how Your Organisation can meet the needs of people that have accessibility needs; and (ii) how Your Organisation can embrace inclusive tourism. You are encouraged make adjustments with VisitScotland’s Accessible and Inclusive Tourism Insights, found at https://www.visitscotland.org/research-insights/responsible-tourism/accessible, in mind.

16.1 VisitScotland is committed to embedding and implementing a robust Internal Environmental Sustainability Policy to drive forward VisitScotland’s work towards net zero while actively working towards making Scotland a leader in sustainable tourism.

16.2 Your Organisation should work towards putting in place a suitable environmental policy, such suitability being linked to the size and nature of Your Organisation, which should be developed in a way that supports VisitScotland’s sustainability ambition for tourism in Scotland.  

No partnership or agency

17.1 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party as the agent of the other party, nor authorise either of the parties to make or enter into any commitments for or on behalf of the other party.

Warranty and representations

17.2 You acknowledge that You are not entering into these Terms on the basis of or in reliance on any representation, warranty or other statement except as expressly provided herein and all conditions, warranties or other terms implied by statute or common law in favour of You are excluded to the fullest extent permitted by law.

Other applicable terms and conditions

17.3 These Terms are supplementary to any specific terms and conditions or agreement that the parties may enter into in respect of any matter. In the event of a conflict between the provisions of these Terms and the terms and conditions of any other agreement between the parties, the terms and conditions of any other agreement between the parties shall have precedence.

Enforceability

17.4 If any provision of these Terms is found to be illegal or unenforceable (whether in whole or in part) the other provisions of these Terms and the remainder of the relevant provision shall continue in full force and effect.

Variation

17.5 These Terms may be updated from time to time and each new version will be published on VisitScotland’s website.

Force Majeure

17.6 You shall not be liable for any total or partial failure, including interruption or delay, in the performance of Your duties or obligations under these Terms if such failure arises from or is attributable to circumstances beyond Your reasonable control, provided that You inform VisitScotland immediately on becoming aware of the circumstances and take all reasonable steps to mitigate the impact of the circumstances on Your duties and obligations under these Terms.

Assignation

17.7 You shall not be entitled to assign, novate, sub-contract or otherwise transfer any of its rights and/or obligations under these Terms without VisitScotland’s prior written consent.

Freedom of information

17.8 You will provide all necessary assistance and cooperation as reasonably requested by VisitScotland to enable it to comply with the requirements of the Freedom of Information (Scotland) Act 2002, the Public Sector Reform (Scotland) Act 2010 and the Environmental Information (Scotland) Regulations 2004.

18.1 These Terms shall be governed by and construed in accordance with Scots law and each party agrees to submit to the exclusive jurisdiction of the courts of Scotland in respect of all disputes arising out of or in connection with these Terms.