BASIS OF CONTRACT

The Order constitutes an offer by the Client to purchase Goods and/or Services in accordance with these Conditions.

The Order shall only be deemed to be accepted when the Supplier issues an express written acceptance of the Order at which point and on which date the Contract shall come into existence (Start Date).

The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract and the Supplier acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Client which is not set out in the Contract.

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

1       Interpretation

1.1 As used in this Agreement:

1.1.1      the terms and expressions set out in this agreement (the “Agreement Details”) shall have the meanings ascribed therein;

1.1.2      words used in the singular will be interpreted to include the plural and vice versa;

1.1.3      words which refer to one gender will be interpreted to include other genders;

1.1.4      the word “including” will mean "including but not limited to"; and

1.1.5      references to Clauses and Schedules are to clauses and schedules of this Agreement. 

1.2 The headings in this Agreement are not intended to and will not affect its interpretation.

1.3 Where this Agreement refers to a Scottish legal term and that reference is being considered in the context of an event which has occurred or may occur outside Scotland, the term should be interpreted to include what most nearly approximates to the Scottish legal term in the relevant country.

1.4 References to this or any other agreement or document or statute are references to them in force for the time being and as amended, varied, supplemented, consolidated or re-enacted from time to time and include any schedules or annexes to such agreement or document and, in the case of statutes, any delegated legislation. 

1.5 References to parties and other persons include their successors and permitted assignees. 

2       Duration

2.1 The Agreement shall commence from the Start Date as of the signature by the parties, determined by the formal agreement to the quotation

2.2 The Agreement shall remain in full force and effect for the period outlined in the Project Plan unless terminated earlier in accordance with the provisions of this Agreement

3       Responsibilities

3.1 The parties will carry out their obligations as set out in Part 2 of the Schedule “Project Plan”.

3.2 Each party confirms that it will act in good faith when complying with its respective obligations under this Agreement.

3.3 Each party shall carry out its obligations under this Agreement in relation to the performance of the Project with due skill and care.

4       Liabilities 

4.1 Nothing in this Agreement shall be taken to exclude or limit the liability of the other party:

4.1.1    for death or personal injury caused by its negligence; or

4.1.2    for fraudulent misrepresentation. 

4.2 Subject always to the terms of clause 5.1, each party’s maximum aggregate liability for losses or damages suffered for any event or series of related events shall not in any circumstances exceed 1% of the contract value capped at a maximum of £5,000.00

4.3 Subject always to the terms of clause 5.1, the liability of either party to the other for any breach of this Agreement, any negligence, or arising in any other way out of the subject matter of this Agreement:

4.3.1      any special, indirect or consequential damages or losses; or

4.3.2      any loss of profits,

4.3.3      loss of revenue,

4.3.4      loss of data,

4.3.5      loss of contracts or opportunity.

whether direct or indirect, even if the party bringing the claim has advised the other of the possibility of those losses, or if they were within the other party's contemplation.

4.4 Each party shall indemnify the other party, within the limits set out in this Clause 4, in respect of liability resulting from acts or omissions of itself, its employees or its agents provided always that such indemnity shall not extend to claims for indirect or consequential loss or damages such as, but not limited to, loss of profit, revenue, contracts or the like.

5       Insurance

5.1 Each Party shall at its own cost effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover.

5.2 The terms of any insurance or the amount of cover shall not relieve either party of any liabilities under the agreement.

6          No Fault Termination

6.1 Notwithstanding its other rights, each party shall have the right at any time by giving three months written notice to the other party to terminate this Agreement. Notwithstanding the foregoing, no party will be able to exercise its rights under this clause during the first six months after the Start Date.

7          Cancellation

7.1 n the event of the cancellation of the Project by either the Client (for convenience) or Rocket (for cause or as a result of Force Majeure), the Client will be liable to pay Rocket a percentage of the agreed cost for the Project determined by the date of cancellation from the Delivery Date:

            7.1.1    70% of the agreed total cost between 85 - 112 calendar days from the Delivery Date, 

            7.1.2    80% of the agreed total cost between 57 - 84 calendar days from the Delivery Date,

            7.1.3    90% of the agreed total cost between 29 - 56 calendar days from the Delivery Date,

            7.1.4        100% of the agreed total cost up 28 calendar days from the Delivery Date.

8       Dispute Resolution

8.1 The parties shall use reasonable efforts to resolve any dispute that may arise under this Agreement through good faith negotiations. Each party shall nominate a senior representative of its management to meet at any mutually agreed location to resolve the dispute. In the event that negotiations do not result in a mutually acceptable resolution, the dispute shall be handled in accordance with clause 8.2

8.2 If any dispute cannot be resolved by the senior management representatives within a maximum of fifteen (15) days after it has been referred under clause 8.1, either party may refer the matter in dispute to an expert agreed by the parties or, failing agreement within fifteen (15) days of commencing discussions on the identity of such expert, appointed by the president for the time being of the Law Society of Scotland (“Expert”).  Such Expert shall act as an expert, not as an arbiter.  The parties shall ensure that the Expert is bound by obligations of confidentiality concerning any and all information regarding the parties and the matter in dispute. The Expert shall reach his or her decision within thirty (30) days of receiving all relevant information from both Parties in accordance with the specific remit given (if any) and the Parties shall promptly and efficiently provide all necessary assistance and information to such Expert to resolve the matter in question .  The Expert’s decision shall be final and binding on the Parties and not subject to appeal except in the case of manifest error or if the decision is one which no reasonable Expert exercising the correct and requisite skill and care could have made.  Such Expert’s costs shall be borne equally by the parties unless the Expert determines otherwise based on the conduct of the parties.

8.3 If either party does not agree to the dispute being referred to an Expert for determination in accordance with clause 9.2, then clause 16 will apply.

8.4 The parties acknowledge that nothing in this Agreement shall prevent either party from bringing proceedings in any court of competent jurisdiction for any interim or interlocutory relief or to protect the Intellectual Property Rights or Confidential Information of that party.

9        Waiver

9.1 The failure of a party to exercise any right or remedy shall not constitute a waiver of that right or remedy.

9.2 A waiver of any right or remedy arising from a breach of this Agreement shall not constitute a waiver of any right or remedy arising from any other breach of this Agreement.

10     Severability

10.1 If, at any time, any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under any law of any jurisdiction, neither the validity, legality or enforceability of the remaining provisions nor the validity, legality or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.  If the result of such provision being or becoming invalid, illegal or unenforceable is so fundamental as to prevent the accomplishment of the purpose of this Agreement, the parties shall immediately commence negotiations in good faith to remedy the invalidity, illegality or unenforceability.

11     Force Majeure

11.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under it if such a delay or failure result from an event, circumstance or cause beyond its reasonable control (“Force Majeure Event”). Force Majeure Events will include, but are not limited to, any outcome which occurs as a result of or in connection to an International pandemic or event.

11.2 If a Force Majeure Event prevents, hinders or delays any party’s performance of its obligations for a continuous period of more than 120 Business Days, the other party/parties may terminate this Agreement immediately by giving written notice to the party whose performance is hindered by a Force Majeure Event.

11.3 Force Majeure events will also include any actions which prevent or delay the crossing of international borders by Rocket, its people or equipment, because of the loss of freedom of movement, for goods and people, between the UK and the EU / Schengen.         

12        Materials

12.1 Any materials used by Rocket for the delivery of exhibitions or events will be made available to the Client on lease terms and their ownership shall at all times remain with Rocket.

12.2 If the Client specifically requests that materials are purchased on their behalf, Rocket will purchase those materials and levy a purchase charge, maintenance charge and storage charge for the lifetime of the project, at which time Rocket will return those materials to the Client to an agreed location and in return for a removal charge. 

13        Intellectual Property Rights

13.1 IPR Ownership

13.1.1   The parties shall each retain ownership of all Background IPR introduced by them to the Project and shall grant to the other party a non-exclusive, royalty free, licence to use such Background IPR for the purpose of carrying out their rights and obligations as set out in this Agreement.

13.1.2   Rocket shall own the Resulting IP generated by the Project and will licence its use for the client for the duration of the Project.

13.1.3   In the event that any of the parties are jointly responsible for generating Resulting IPR such IPR shall be jointly owned by both parties in accordance with the inventive contribution made by each party to such IPR.

13.1.4   The owners of Resulting IPR shall agree between them on who shall be responsible for the timely prosecution and maintenance of all such Resulting IPR and the party that is nominated to be so responsible shall be entitled to charge the other joint owners a percentage of the costs of so doing as agreed between the joint owners.  In the absence of any agreement to the contrary between joint owners the costs shall be equally shared.

13.2     Use of IPR

13.2.1   Each party grants to the other parties a non-exclusive, royalty-free licence, subject to any existing third-party obligations, to use its Background IP and Resulting IP for the purpose of undertaking the Project only.

13.2.2   With regard to Resulting IPR, the parties owning such Resulting IPR agree to co-operate fully in the protection of such Resulting IPR and each such party shall be entitled to make use of such IPR as follows:

13.2.2.1    for their own internal research and development purposes;

13.2.2.2    for the purposes of commercial exploitation subject only to negotiating a licence in good faith from the other parties for its interest in such IPR. 

14          Data Protection

14.1 The parties shall comply with all statutory requirements under all relevant Data Protection Laws governing the project.

14.2 The parties agree to act to alert the other party to any breach or loss of personal data immediately upon discovery and to guard against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, when processing personal data.

15        Law

15.1 This Agreement is governed by Scottish law and the parties hereby submit to the non-exclusive jurisdiction of the Scottish courts.

AGREEMENT DETAILS AND INTERPRETATION

 In this Agreement unless the context requires otherwise, the following words and expressions shall have the meanings set out opposite them:

“Agreement Details” means the understanding of the above terms, accompanying schedules and additional instructions relating to the performance of the Project;

“International Pandemic” includes but is not limited to SARS-CoV-2, any or all medical terms, actions, responses and health restrictions associated globally to a pandemic and any subsequent pandemic;

“Project” means the project title to be undertaken by the parties in accordance with the Project Plan; 

“Project Plan” means the project plan set out in a separate Schedule;

“Start Date” means the agreed Start date or as otherwise mutually agreed between the parties; 

“Event” means the exhibition or event taking part within the “Project”;

“Loading Date” means the day on which exhibition equipment begins to be prepared for loading onto the transport that will take it to the activity location (this date will be specified in the Project Plan; and

“Expert”  means the individual nominated by the Law Society of Scotland, pursuant to Clause 8 of this Agreement, in order to supervise any dispute between the parties.

“Force Majeure Event” A "superior force", Force Majeure is an unforeseeable and unavoidable circumstance preventing the fulfillment of a contract.

 “IPR” means any intellectual property rights of any description including but not limited to patents, copyrights, design rights (registered or unregistered), trademarks, know-how and database rights;

“Background IP”  means any IPR controlled or owned by any party prior to the Start Date or IPR generated by any of the parties independently of the Project and controlled or owned by that party or any IPR to which the party has the necessary rights for the purpose of the Project; 

“Resulting IP”  means any IPR arising from and developed in the course of the Project by any of the parties; 

“Order”  the Client’s order for the supply of Goods and/or Services, as set out in the Client’s purchase order form, or the Client’s written acceptance of the Supplier’s quotation, as the case may be.