BASIS OF CONTRACT

These terms and conditions as amended from time to time, together with a related order form constitute a contract between The Holyrood Distillery Ltd. (“Holyrood”) and you (“you” or “Explorer”) in connection with your Holyrood Flavour Explorers membership (“Contract”) to the exclusion of any other terms.

By placing an order you acknowledge and confirm that you are at least 18 years old. Holyrood will not accept orders from, nor arrange delivery of Product to, any person under the age of 18 at the date of the Contract. If the Delivery Location (defined below) is specified to be outside of the United Kingdom then by placing an order you acknowledge and confirm that you are at least of the minimum legal age to purchase alcohol in accordance with the laws of that country.

Products

Flavour Explorer Membership entitles the Explorer to receive the following products (“Product”):

Holyrood Tier

a) Explorer is responsible for choosing one of four flavours (either Fruity, Sweet, Spicy or Smoky) (the ‘Selected Flavour’),

b) within three months of purchase, Holyrood will provide to the Explorer 2 x 5cl (“Miniature”) of new make spirit in the Selected Flavour,

c) after the spirit in the Selected Flavour has matured in Holyrood’s warehouse for at least one year, Holyrood will provide to the Explorer 2 x Miniatures of one year old spirit in the Selected Flavour,

d) after the spirit in the Selected Flavour has matured in Holyrood’s warehouse for at least two years, Holyrood will provide to the Explorer 2 x Miniatures of two year old spirit in the Selected Flavour,

e) after the spirit in the Selected Flavour has matured in Holyrood’s warehouse for at least three years, Holyrood will provide to the Explorer 2 x Miniatures of three year old single malt whisky in the Selected Flavour,

f) after the spirit in the Selected Flavour has matured in Holyrood’s warehouse for at least four years, Holyrood will provide to the Explorer 2 x Miniatures of four year old single malt whisky in the Selected Flavour, and

g) after the spirit in the Selected Flavour has matured in Holyrood’s warehouse for at least five years, Holyrood will provide to the Explorer a 70cl bottle of five year old single malt whisky in the Selected Flavour.

h) In addition to the above Products, Explorer shall receive the following benefits:

i) 10% discount on liquor or merchandise products bought on-line or in the retail shop (excluding spirits of brands and designs which are not produced by Holyrood that may be offered for sale from time to time by Holyrood, either in store or online (“Holyrood Prestige Collection”)),

ii) a membership card, together with a login id,

iii) voucher for two standard tours of the distillery in each calendar year of the offer,

iv) news and updates regarding new product releases from Holyrood Distillery.

Edinburgh Tier

a) within three months of purchase, Holyrood will provide to the Explorer 4 x Miniatures of new make spirit, one in each of the Fruity, Sweet, Spicy and Smoky flavour profiles,

b) after the spirit has matured in Holyrood’s warehouse for at least one year, Holyrood will provide to the Explorer 4 x Miniatures of one year old spirit, one in each of the Fruity, Sweet, Spicy and Smoky flavour profiles,

c) after the spirit has matured in Holyrood’s warehouse for at least two years, Holyrood will provide to the Explorer 4 x Miniatures of two year old spirit, one in each of the Fruity, Sweet, Spicy and Smoky flavour profiles,

d) after the spirit in the Selected Flavour has matured in Holyrood’s warehouse for at least three years, Holyrood will provide to the Explorer 4 x Miniatures of three year old single malt whisky, one in each of the Fruity, Sweet, Spicy and Smoky flavour profiles,

e) after the spirit in the Selected Flavour has matured in Holyrood’s warehouse for at least four years, Holyrood will provide to the Explorer 4 x 70cl bottles of four year old single malt whisky, one in each of the Fruity, Sweet, Spicy and Smoky flavour profiles, and

f) after the spirit in the Selected Flavour has matured in Holyrood’s warehouse for at least five years, Holyrood will provide to the Explorer 4 x 70cl bottles of five year old single malt whisky, one in each of the Fruity, Sweet, Spicy and Smoky flavour profiles.

g) In addition to the above Products, Explorer shall receive the following benefits:

i) 15% discount on liquor or merchandise products bought on-line or in the retail shop (excluding spirits of brands and designs which are not produced by Holyrood that may be offered for sale from time to time by Holyrood, either in store or online (“Holyrood Prestige Collection”)),

ii) a membership card, together with a login id,

iii) voucher for four standard tours of the distillery in each calendar year of the offer,

iv) news and updates regarding new product releases from Holyrood Distillery.

Holyrood will use all reasonable endeavours to deliver the Products as set out in clause Products - Holyrood Tier and Edinburgh Tier to the Explorer in a timely manner.

Membership card and benefits are non-transferable, provided that tours may be booked for others. Proof of identity may be requested.

It is the responsibility of the Explorer to keep Holyrood updated with any changes to their contact details that may occur over the time period of the offer. Please log in to your Holyrood account to update your details, however, if that’s not successful, please email any changes in your contact details to askus@holyrooddistillery.co.uk.

Explorers in the Holyrood Tier may, subject to a) availability and b) prior approval from Holyrood Distillery, change their originally selected flavour profile. Whilst this change is active on future bottles going forward, this change does not entitle the Explorer to receive previous bottlings of their new flavour profile, provided that Holyrood Distillery may offer such previous bottlings subject to availability and a surcharge.

Explorers in the Holyrood Tier may, subject to availability, prior approval form Holyrood Distillery and a surcharge, upgrade to the Edinburgh Tier.

DELIVERY

Holyrood shall ensure that each delivery of the Product is accompanied by a delivery note which shows the date of the dispatch from Holyrood, all relevant Explorer and supplier reference numbers and the type and quantity of the products.

Holyrood shall deliver the Products to the location set out in the Explorer’s order or such other location as the Explorer may notify Holyrood in writing from time to time (“Delivery Location”).

If a bottle is broken in transit prior to delivery, the Explorer must promptly notify Holyrood in writing, and in any event no later than seven days after the date of delivery. Holyrood shall arrange for delivery of a replacement and may request that the Explorer return the broken bottle at Holyrood’s cost.

Holyrood shall not be liable for any delay or failure in delivery of the Product that is caused by any event beyond its reasonable control or which is caused by the Explorer’s failure to provide Holyrood with adequate delivery instructions, a correct delivery address or any other instructions that are relevant to the supply of the Product.

If the Explorer fails to accept delivery of the Product within two attempts at delivery by Holyrood, then Holyrood shall return the Product to its premises and attempt to contact the Explorer by email or telephone to arrange delivery (“Last Attempt”). In the event of contact with the Explorer, any further delivery costs for such re-delivery of the Product shall be borne by the Explorer. If contact is not made within 90 days following the Last Attempt then Holyrood shall be entitled to dispose of the undelivered Product as it sees fit without liability to the Explorer and Holyrood shall be released from any future liability to deliver Product to that Explorer for the outstanding portion of the Explorer’s Membership.

YOUR RIGHTS TO CANCEL AND APPLICABLE REFUND

Cancellation of order for Membership:

a) you may cancel an order for Membership within 14 days from the day on which your Membership is confirmed by the receipt of cleared funds for the order by Holyrood by notifying Holyrood in writing.

b) If you cancel an order as per above clause YOUR RIGHTS TO CANCEL AND APPLICABLE REFUND (a) and you have paid the Membership Price then Holyrood will refund the Membership Price to you.

QUALITY

As a consumer, you have legal rights in relation to the Product including in relation to any which is faulty or not as described. This includes your statutory right to return faulty, damaged or incorrect goods within 30 calendar days of their receipt by you.

PRICE AND PAYMENT

The membership price for entry into the Flavour Explorers Membership (“Membership Price”) is (i) £249 for the Holyrood Tier (inclusive of VAT), payable immediately in one single instalment to Holyrood on the date that the Explorer’s order is accepted by Holyrood, or (ii) £899 for the Edinburgh Tier (inclusive of VAT), payable immediately in one single instalment to Holyrood on the date that the Explorer’s order is accepted by Holyrood.

The Membership Price is inclusive of the cost of bottling the Product and, provided that the Explorer’s Delivery Location is within the United Kingdom, the costs and charges of packaging, insurance, any applicable taxes and duty and delivery of the Products.

Holyrood shall invoice those Explorers with a Delivery Location outside of the United Kingdom for the delivery costs of the Product prior to delivery. The Explorer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice, and Holyrood shall have no obligation to deliver the Product until such payment is made. It shall be the full responsibility of the Explorer to pay in full any taxes, duties and other relevant sums due in connection with the importation of Product to their Delivery Location outside of the United Kingdom.

Holyrood will, within two months, dispatch to the Explorer a membership pack on receipt of cleared payment of the full Membership Price.

LIMITATION OF LIABILITY

Subject to clause LIMITATION OF LIABILITY, Holyrood has no liability to the Explorer for any consequential loss, any indirect loss or for loss of profit, loss of business, business interruption, or loss of business opportunity.

Holyrood does not exclude or limit in any way its liability for

a) death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors;

b) fraud or fraudulent misrepresentation;

c) breach of the terms implied by the Sale of Goods Act 1979;

d) defective products under the Consumer Protection Act 1987;or

e) anything which cannot be excluded or limited by applicable law.

Holyrood's total liability to the Explorer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Membership Price.

HOW WE MAY USE YOUR PERSONAL INFORMATION

Holyrood will use the personal information provided to it to provide the Product to the Explorer and perform its obligations under the Contract, process the payment of the Membership Price and inform the Explorer about similar products or services that Holyrood provides, but the Explorer may choose to stop receiving these at any time by contacting Holyrood stating that he no longer wishes to receive such communications. Holyrood will not give the Explorer’s personal data to any other third party without the Explorer’s prior written consent.

GENERAL

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

Holyrood may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Explorer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Holyrood.

Notices. Holyrood is a company registered in Scotland with company registration number SC531337 and with its registered office at c/o WJM LLP, The Capital Building, 12/13 St. Andrew Square, Edinburgh, Eh3 2AF. If an Explorer has any questions or complaints, they should contact Holyrood by telephoning on 0131 285 8977 or by e-mail at “sales@holyrooddistillery.co.uk”. If an Explorer wishes to contact Holyrood in writing, or if any clause in these Conditions requires an Explorer to give Holyrood notice in writing, this should be sent to Holyrood by e-mail, by hand, or by pre-paid post to:

Attn: Clubs and Memberships

Holyrood Distillery

181 Pleasance

Edinburgh

EH8 9RU

Holyrood will confirm receipt of this by contacting the Explorer in writing. If Holyrood has to contact an Explorer or give an Explorer notice in writing, it will do so by e-mail, by hand, or by pre-paid post to the address provided to Holyrood in the order.

Severance. If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.

Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by Holyrood.

Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of Scotland, and the parties irrevocably submit to the exclusive jurisdiction of the courts of Scotland.