Terms & Conditions
1.1 These Conditions are the only terms and conditions upon which the Proprietor is prepared to contract with the Customer and they shall govern the Contract to the entire exclusion of any other terms and conditions including the Customer’s standard terms and conditions (if any). The Customer hereby waives any right which he/she/it otherwise might have to rely on, other documentation or his/her/its own terms and conditions and performance by the Proprietor of any aspect of the Contract shall not constitute acceptance of such terms and conditions.
1.2 In the event of conflict between provisions in these Conditions and the Supplementary Conditions Form, the Supplementary Conditions Form shall, at all times, prevail.
1.3 No variation to the Contract shall be valid unless in writing and signed by the Proprietor.
2.1 The definitions and rules of interpretation in this clause 2 apply in these Conditions and where no conflict arises, also apply in the Supplementary Conditions Form:
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in Edinburgh are open for business;
“Charges” means the charges and costs payable by the Customer to the Proprietor for the supply of the Services;
“Commencement Date” shall be the date provided for in the Supplementary Conditions Form;
“Conditions” means these terms and conditions;
“Contract” means the contract between the Customer and the Proprietor consisting of the Conditions and the Supplementary Conditions Form;
“Customer” means the person or company stated in the Supplementary Conditions Form;
“Due Date” means the due date for payment of any invoice submitted to the Customer by the Proprietor;
“Proprietor” means Gairland Properties Limited, a company incorporated and registered in Scotland (Company Number SC371099) and having its registered office at 14 Chanonry Road South, Elgin, Moray, IV30 6NG;
“Proprietor’s Property” means Park House Business Centre, South Street, Elgin, Moray, IV30 1JB or Caledonian House Business Centre, 164 High St, Elgin, IV30 1BD or Speyside Business Centre, 8 West St, Fochabers, IV32 7DJ or 14 Chanonry Road South, Elgin, Moray, IV30 6NG depending on the selection made during registration by the Customer;
“Services” means the services to be supplied by the Proprietor as identified in the Supplementary Conditions Form;
“Supplementary Conditions Form” means the form attached to these Conditions; and
“Term” means the period commencing with the Commencement Date and ending on the termination of the Services.
2.2 Clause and paragraph headings shall not affect the interpretation of these Conditions.
2.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assignees.
2.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
2.5 Words in the singular shall include the plural and vice versa.
2.6 A reference to one gender shall include a reference to the other gender.
2.7 A reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted from time to time and, in the case of a statute, includes any subordinate legislation made under that statute.
2.8 A reference to writing or written communication includes faxes and e-mail.
2.9 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.
3. Supply of Services
3.1 The Customer shall engage the Proprietor and the Proprietor shall provide the Services on the terms of the Contract.
3.2 The Contract shall commence on the Commencement Date and shall continue in accordance with the terms of the Contract unless terminated in accordance with clause 10 of the Conditions.
3.3 Any date specified in the Supplementary Conditions Form is an estimate only and time shall not be of the essence for performance of the Services, except where a specific reference is made to time being of the essence in the Contract.
3.4 If the Proprietor’s performance of the Services under the Contract is prevented or delayed by any act or omission of the Customer, the Customer’s agents, sub-contractors or employees or of any third party, the Proprietor shall not be liable for any costs, charges or losses sustained or incurred by the Customer or any third party arising directly or indirectly from such prevention or delay.
3.5 The Proprietor reserves the right to defer the time of performance by a reasonable period if delay is due to any cause beyond the Proprietor’s reasonable control, including but not limited to strike, lockout, shortage of labour, fire, frost, accident, breakdown, acts of God, force majeure, weather conditions which (in the Proprietor’s sole opinion) prevent proper and/or safe performance of the Services and/or which are out with the operational parameters of the Proprietor’s equipment and failure to deliver by any of its sub-contractors or suppliers.
3.6 If delay results from a cause for which the Customer or his/her/its servants or agents are responsible, the Proprietor shall be entitled to reimbursement of his resulting additional loss and expense (including but not limited to finance costs arising from any associated deferment of payment).
3.7 The Proprietor 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. The Proprietor shall notify the Customer in any such event.
3.8 In the event that any alteration or modification of the Services becomes necessary owing to a matter for which the Customer or his/her/its servants or agents are responsible, the Contract price will be increased or decreased by the amount which the Proprietor (at his sole discretion acting reasonably) shall determine (taking into account costs, overheads and profit) reasonably occasioned by such alterations or modifications.
3.9 The Proprietor warrants to the Customer that it will carry out the Services with reasonable care and skill.
4. Mail Service
4.1 Regardless as to whether the Customer has opted to use the service of having the Proprietor’s Property as its registered office or business address, the Proprietor agrees to accept receipt of any mail, goods and deliveries which are sent to the Proprietor’s Property, and sign for any delivery which requires a signature; declaring that the Proprietor shall not inspect deliveries before accepting receipt of them and the Proprietor accepts no responsibly for goods which are damaged.
4.2 Mail delivered to the Proprietor’s Property will be stored in a secure location separate from other customers of the Proprietor. Items may be collected by the Customer or an authorised representative on a 24/7 basis*. Mail will be kept at the Proprietor’s Property for up to thirty (30) Business Days after which time the mail will be sent to the Customer at the Customer’s own cost.
*Gairland’s Headquarters are only accessible 9 am to 5 pm Monday to Friday.
4.3 If the Customer has requested mail to be forwarded to an alternative address, the Proprietor will arrange this, subject to additional costs, details of which are provided in the Supplementary Terms below. The Proprietor shall not be responsible or liable for any item of mail sent or couriered which is either damaged in transit or lost.
5. Customer’s Obligations
5.1 The Customer shall:
5.1.1 co-operate with the Proprietor in all matters relating to the Services;
5.1.2 provide for the Proprietor (and any third party whom the Proprietor engages in connection with the Services), in a timely manner and at no charge, access to the place designated by the Customer where the Services are to be carried out, and data and other facilities which the Proprietor may require;
5.1.3 provide the Proprietor with such information and materials as he may reasonably require in order to supply the Services and ensure that such information is accurate in all material respects;
5.1.4 be liable to pay to the Proprietor, on demand, all reasonable costs, charges or losses sustained or incurred by the Proprietor arising from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of the Customer’s obligations under the Contract, subject to the Proprietor confirming such costs, charges and losses to the Customer in writing.
5.1.5 be responsible for all costs incurred, including but not limited to, loss arising from any loss of equipment and loss of revenue caused either directly or indirectly by the Customer’s operational devices.
6. Meeting Room
The Proprietor’s Property includes a meeting room along with other facilities connected thereto. Regardless of whether the Customer uses the Proprietor’s Property as a registered office or as a business address, it may rent the meeting room and may have full use of the adjoining facilities. The current rental rates for the meeting room are detailed in the Supplementary Conditions Form. Future rates are to be determined by the Proprietor and are subject to change but the Customer shall be notified of any such change.
Regardless as to whether the Customer has opted to treat the Proprietor’s Property as its registered office or as its business address, the Customer’s company name shall be displayed on a television screen between the hours of 9am and 5pm on any Business Day. This shall be displayed in the hallway in the reception of the Proprietor’s Property and will be clearly visible. The names on the television screen shall rotate automatically to display the company names of all of the Proprietor’s customers.
8. Charges and other Payments
8.1 The Charges for the Services shall be detailed in the Supplementary Conditions Form and:
8.1.1 the Customer shall reimburse all reasonable expenses properly and necessarily incurred by the Proprietor during the Term, subject to the production of receipts or other appropriate evidence of payment;
8.1.2 the Customer shall reimburse all reasonable expenses properly and necessarily incurred by the individuals whom the Proprietor engages in connection with the Services including, but not limited to, the cost of services provided by third parties required by the Proprietor for the performance of the Services, and for the cost of any materials.
8.2 The Proprietor shall invoice the Customer monthly in arrears.
8.3 The Customer shall pay each invoice submitted by the Proprietor:
8.3.1 within 30 days of the date of the invoice; and
8.3.2 in full and in cleared funds to a bank account nominated in writing by the Proprietor, and time for payment shall be of the essence of the Contract.
8.4 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 Proprietor to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Proprietor, pay to the Proprietor 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.
8.5 Without limiting any other right or remedy of the Proprietor, if the Customer fails to make any payment due to the Proprietor under the Contract by the Due Date, the Proprietor shall have the right to charge interest on the overdue amount at the rate of 4% per annum above the then current Royal Bank of Scotland’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgement, and compounding quarterly.
8.6 The Customer shall pay all amounts under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Proprietor in order to justify withholding payment of any such amount in whole or in part. The Proprietor may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Proprietor to the Customer.
9.1 Subject to the provisions for earlier termination herein contained, this Agreement shall continue in force for the Term. Unless either Party gives one month’s written notice of termination prior to the first anniversary of the Commencement Date, the Contract shall continue on a month to month basis unless terminated in accordance with clause 9.2, or otherwise in accordance with the Contract.
9.2 In the event that the Contract continues on a month to month basis, following the first anniversary of the Commencement Date either Party shall be entitled to terminate the Agreement on each subsequent anniversary of the Commencement Date, on giving written notice to the other of such intention no later than one month’s prior to the date of such anniversary.
9.3 Without prejudice to any other rights or remedies the Proprietor may have, the Proprietor shall have the right to terminate the Contract by giving one month’s prior notice in writing to the Customer.
9.4 In the event of the Customer’s bankruptcy or insolvency or in the event of a receiving order being made against the Customer or in the event of the Customer compounding with the Customer’s creditors or in the event of the commencement of winding up proceedings (the Customer being a limited company and such proceedings being other than a member’s voluntary winding up for the purpose of reconstruction or amalgamation), or in the event of the Customer’s business being carried on under an administrator or receiver or administrative receiver for the benefit of creditors or any creditor, or if any equivalent event occurs under any applicable law, then the Proprietor may, at its option terminate the Contract forthwith by notice in writing, whereupon all sums due from the Customer shall become due and payable immediately and the Customer shall be liable to the Proprietor for any loss occasioned in consequence of such termination.
9.5 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving prior written notice to the other if:
9.5.1 the other party commits a material breach of any of the terms of the Contract and (if such breach is remediable) fails to remedy that breach within 30 days of the party being notified in writing of the breach; or
9.5.2 there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001).
9.5.3 any distress, execution or other process is levied upon any of the other party’s assets.
9.5.4 the other party ceases or threaten to cease to carry on its business.
9.5.5 the financial position of the other party deteriorates to such an extent that in the reasonable opinion of the other party its capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.6 Termination of the Contract, however arising, shall be without prejudice to the rights and duties of the Proprietor accrued prior to termination. The clauses which expressly and impliedly have effect after termination shall continue to be enforceable notwithstanding termination.
9.7 On termination of the Contract for any reason, the Customer will immediately pay the Proprietor’s outstanding unpaid invoices and interest and, in respect of work done for which no invoice has been submitted, the Proprietor may submit an invoice which will be payable immediately on receipt and, where applicable, the Customer will return all of the Proprietor’s equipment and materials.
10. Limitation of Liability
10.1 This clause 10 sets out the Proprietor’s entire financial liability to the Customer in respect of any breach of the Contract and any representation, statement or delictual act or omission (including negligence) arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in the Contract limits or excludes the Proprietor’s liability for: (i) death or bodily injury caused by the Proprietor’s negligence; or (ii) any fraudulent misrepresentation by the Proprietor or any fraud perpetrated by the Proprietor.
10.4 The Proprietor’s total liability to the Customer arising out of, or in connection with the Contract shall not exceed the total amount payable by the Customer to the Proprietor for the provision of Services in the year that the claim arises. The Proprietor shall not be liable to the Customer for any indirect or consequential loss, damage or expense arising out of or in connection with the Contract, including but not limited to loss of production, loss of profit, loss of contracts, loss of business, deletion of goodwill, loss of goods, corruption of data or information, any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses and loss of use.
10.5 The provisions of clause 10 shall survive the expiry or termination of the Contract.
11.1 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Proprietor, his employees, agents or sub-contractors and any other confidential information concerning the Proprietor’s business or products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of the Customer’s employees, agents or sub-contractors as need to know the same for the purpose of discharging the Customer’s obligations to the Proprietor, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.
11.2 All materials and equipment supplied by the Proprietor to the Customer shall, at all times, be and remain the Proprietor’s exclusive property, but shall be held by the Customer in safe custody at the Customer’s risk until returned to the Proprietor, and shall not be disposed of or used other than in accordance with our written instructions or authorisation.
11.3 This clause 11 shall survive the termination of the Contract, however arising.
12.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
12.2 The Proprietor may, at any time during the Term, amend any provision of the Contract with immediate effect. The Customer will be notified in writing of such amendment(s). Immaterial amendment(s) shall have no effect on the ability of either party to terminate the Contract. However, if such amendment(s) are likely to cause the Customer a material disadvantage, the Customer may, notwithstanding the terms of clause 9, terminate the Contract by providing one month’s notice to the Proprietor. If the Customer does not terminate the Contract within fourteen (14) days of being notified of the amendment(s), the Customer will be deemed to accept the amended term(s) and the termination provisions in clause 9 shall apply.
12.3 If any provision of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
12.4 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
12.5 The Contract constitutes the entire agreement between the parties. The parties acknowledge and agree that (save in the case of fraud), in entering into the Contract they do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract other than as expressly set out in the Contract.
12.6 The Customer will not, without the Proprietor’s prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of the Customer’s rights or obligations under the Contract. The Proprietor may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
12.7 Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way, (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
12.8 The Contract is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, anyone else.
12.9 Notice given under the Contract shall be in writing, sent for the attention of the person, and to the address, given in the Contract (or such other address, or person as the relevant party may notify in writing to the other party) and shall be delivered personally, sent by pre-paid, first-class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this clause 11 is not within normal business hours (meaning 9.00 am to 5.00 pm Monday to Friday on a day that is a Business Day), at 9.00 am on the first business day following delivery.
12.10 Scots law shall be the applicable law of the Contract and the Scottish courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.
Virtual office service – £40 per month
Use our address for your business
Mail box for mail collection
Virtual office service with mail forwarding – £50
Use our address for your business
Mail forwarded to your chosen address
Mail will be forwarded by readdressing envelopes as part of this service. Or we can fit all your mail in a large envelope and post it to you each week – £1.25 charge per large letter package.
If parcels are to be redirected admin and postage charges will apply.
Optional phone service: 01343 telephone number can be arranged on call divert basis. Additional £5 per month for line rental. Calls will be diverted at BT standard rates.
Meeting room hire – Prices vary by location