Main Points of Terms & Conditions – Venue Owners and Operators
This is a summary of the terms and conditions that apply between you, the user of this website as the venue owner or operator, and Spacily Limited, the owner of the website, Spacily.com. The Terms are subject to change. This summary does not form part of the Terms between the Venue and Spacily.
- 15% Commission on the total amount paid by the User in relation to a Space owned or operated by a Venue.
- Commission will be deducted from the total amount paid by the User, before V.A.T.
- VAT is required to be added to all commission.
- Cancellation policy as per the Venue’s cancellation policy provided that the policy is provided to the User and to Spacily, along with any amendments or updates to the policy.
- Venues and Spaces must be listed for a minimum of one year from the signing of the Listing Agreement by the Venue - due to the investment of time and resources taken to list and promote them by Spacily.
- Spacily can use images, other media and any venue information, or Space Profiles for its own marketing and PR purposes.
Venue Terms and Conditions
These Terms apply between the Venue, as the user of the Website, and Spacily. Please read the Terms carefully before using the Website. The Venue agrees to comply with and be bound by these Terms by its or its representative’s use of the Website on each occasion. If the Venue does not agree to be bound by these Terms, it should stop using the Website immediately. If a Venue is listed as a supplier on the Website or has a Space listed on the Website, it should notify Spacily in writing that if it does not agree to be bound by these Terms so that it can be removed from the Website.
- Information about Spacily and the Terms
1.1 The Website is operated by Spacily Limited, which is registered in England and Wales under company number 08043717. The company’s registered office is Station House, Station Road, Whalley, Clitheroe, Lancashire BB7 9RT United Kingdom, and the trading address is 86-90 Paul Street, London, EC2A 4NE. Spacily’s VAT number is 158810200.
1.2 These Terms apply to Venues. If you are not a Venue, please see the terms and conditions of website use for other users of the Website, which are available here.
1.3 If you use the Website on behalf of a Venue, company or other organisation, you represent and warrant that you are authorised to bind such Venue, company or organisation to the Terms and to act on behalf of such Venue, company or organisation with respect to any actions you take in connection with the Website. You agree to respond promptly and completely to requests from Spacily for additional information that Spacily deems necessary to determine your authority to act on behalf of a Venue, company or organisation. Spacily may suspend or terminate your access to the Website and your account or the Venue’s account if Spacily has reason to believe that you are not authorised to act on behalf of the Venue, company or organisation for whom you claim to be acting in connection with the Website.
1.4 The definitions in this clause apply in the Terms:
Additional Services: Any additional services required, provided to or ordered by the User in relation to a Space, including facilities, equipment and catering.
Additional Services Fee: The fee due in respect of any Additional Services
Booking: A booking by a User (or on a User’s behalf) of a Space and any Additional Services, which is made:
- via the Website;
- with, or on a User’s behalf by, a member of the Spacily Team by telephone, email or some other form of verbal or written communication; or
- following a request to book a Space, which is confirmed by the Venue.
Booking Date: The date on which a Space is due to be hired by the User.
Booking Enquiry: An enquiry or a request made by a User, either in person or through a third party, in which they ask a question about, or express an interest in hiring, a Space or ordering Additional Services, or view a Space, where such Space is available through the Website or arranged with, through or by a member of the Spacily Team.
Capacity: Acting, directly or indirectly, either on its own behalf, or jointly with or on behalf of any person, undertaking or organisation, whether through a principal, partner, employee, contractor, director, consultant or otherwise.
Commission: The amount payable to Spacily in respect of a Space hired by a User and any Additional Services in accordance with these Terms or the Listing Agreement.
Contact: Contact in writing or verbally by any means including through the Website, by telephone, message, email or some other form of communication.
Contract: The contract that is created between Spacily and the Venue in accordance with these Terms and the Listing Agreement.
Hire Fee: The price, as shown in the relevant Space Profile, which must be paid to hire a Space for a given purpose, time and date.
Listing Agreement: The written agreement entered into between the Venue and Spacily.
Spacily Team: Any employee of, or person otherwise engaged by or on behalf of or acting for the benefit of, Spacily.
Space: A room or set of rooms, which includes any space that can be hired by a User including but not limited to offices, co-working spaces and event spaces.
Space Profile: The content on the Website that describes a Space available for hire by Users.
Spacily: Spacily Limited, which operates the Website, spacily.com.
Subsequent Booking: The hire by a User (or on a User’s behalf), directly with a Venue, of:
- the same Space in respect of which: (a) a Booking Enquiry was made by or on behalf of that User; or (b) a Booking was made by or on behalf of that User; where such hire of the Space is within a period of 12 months starting from the Booking Enquiry, or within a period of 12 months starting from the Booking Date (as appropriate); or
- another Space (whether or not it is listed on the Website) that is operated by the same Venue as: (a) a Booking Enquiry made by or on behalf of that User; or (b) a Booking by or on behalf of that User; where such hire of the other Space is within a period of 12 months starting from the Booking Enquiry, or within a period of 12 months starting from the Booking Date.
Terms: These terms and conditions, which are the agreement between the Venue and Spacily, and govern the Venue’s use of the Website.
User: The person or organisation that hires or otherwise uses a Space, or makes enquiries or requests information about hiring or using a Space.
Venue: The person or organisation that owns, has operational control over and/or is entitled to be paid for the hire of a Space, or who has listed it on the Website.
Website: The website as found at the root domain spacily.com and including all subdomains.
- Making a booking
2.1 When the Venue makes a Space available for hire on the Website or through Spacily, the Venue agrees to receive and respond to Booking Enquiries made via the Website from Users and from the Spacily Team, and offer instant booking of the Space where specifically agreed with Spacily and available via the Website. The Venue further agrees to respond to any other introduction, enquiry or request for information in relation to any Space. Any response by a Venue under this clause 2.1 must be carried out in a timely manner.
2.2 There are different ways in which a Booking or a Booking Enquiry may be treated initially, which include:
- when a User makes a Booking or a Booking Enquiry, it will be forwarded to the Venue. A member of the Spacily Team may also Contact the Venue at their discretion;
- when a User Contacts a member of the Spacily Team directly, a member of the Spacily Team may Contact the Venue at their discretion; or
- where the Venue accepts Bookings for a Space or Spaces via the Website directly into its property management system, Users can make a Booking for their selected Space via the Website.
2.3 Where the Venue does not allow Spacily to accept Bookings for a Space or Spaces directly via the Website, and a Booking or Booking Enquiry from a User is submitted to the Venue, the Venue can choose whether to accept or reject the request at its discretion.
2.4 Users and Venues may submit feedback and reviews to Spacily regarding a Space, the Booking and the service provided by the Venue. The Venue acknowledges and agrees that Users and Spacily may publically post ratings and reviews of the Venue or the Space, as applicable. Spacily may, but is not obligated to, monitor such postings and is not responsible in any way for such ratings and reviews. Spacily may modify any feedback and reviews to ensure that they comply with any content standards it sets from time to time. However Spacily is not legally responsible to the Venue or any other person or organisation for the accuracy of the postings. As far as legally possible, the Venue excludes all responsibility for any reviews, feedback and postings on the Website, including any loss suffered by the Venue as a result of or in relation to the feedback or review including but not limited to loss of income, profit, business, data, contracts, goodwill or savings. Any reviews submitted by Users to Spacily or posted on the Website are the property of Spacily and the Venue may not reproduce any review in part or in whole in its promotional or other material without the prior written consent of Spacily.
2.5 Where the Venue does not respond in a timely manner as set out in clause 2.1 of these Terms, the Booking may be cancelled or passed to another Venue.
- Commission and Payment
3.1 When a Booking or a Subsequent Booking is made, Spacily is entitled to Commission as set out in clause 3.4. When a Booking or a Subsequent Booking is cancelled by the User or the Venue, Spacily is entitled to Commission as set out in clause 4.2.
3.2 Where a Booking Enquiry is made in relation to a Space owned or operated by a Venue, Spacily is entitled to Commission as set out in clause 3.4 on any Booking or Subsequent Booking.
3.3 Where a member of the Spacily Team Contacts the Venue about a Space on behalf of a User, Spacily is entitled to Commission as set out in clause 3.4 on any Booking or Subsequent Booking.
3.4 The Commission due to Spacily is 15% of the total amount (including the Hire Fee and any Additional Services Fee) paid by a User in relation to the hire of a Space.
3.5 Commission is calculated on the payment from the User to the Venue, before V.A.T and will be deducted from the Hire Fee before it is paid to the Venue.
3.6 V.A.T. will be added to all Commission.
3.7 Spacily may offer lower Commission to certain Venues as outlined below. Spacily may add to this list at its discretion at any time:
- registered charities.
3.8 Once a Booking Enquiry has been accepted either by the Venue or made via the Website, Spacily will collect the Hire Fee and any Additional Services Fee in respect of the Space from the User. The Hire Fee and any Additional Services Fee, minus the Commission (and any VAT on the Commission), will be paid to the Venue on the 15th of the month after:
- the date on which Spacily receives all monies from the User; or
- the Booking Date; or
- the date that Spacily receives an invoice from the Venue in respect of payment due to the Venue,
whichever is the later. Where the 15th of any month is not a business day, any payments due will be made on the following business day after the 15th of the month. A business day means any day other than Saturday, Sunday, or a public or bank holiday.
3.9 The Venue must invoice Spacily for the Hire Fee and any Additional Services Fee, minus the Commission (plus VAT, if applicable) before any payment can be made. Invoices should be submitted to Spacily within five days of the Booking Date to which the Hire Fee relates. Spacily shall pay each invoice in accordance with clause 3.8.
3.10 Commission will always be deducted from the Hire Fee. It will not be added explicitly to any price paid by the User.
3.11 If, in respect of any Booking or a Subsequent Booking, a User spends longer in a Space than the User (or someone on the User’s behalf) hired the Space for, or if the User (or someone of the User’s behalf) orders Additional Services directly from the Venue, the Venue shall inform Spacily within 24 hours of the Booking Date of these facts and how much the Venue has agreed to charge the User for such additional hire of the Space and the Additional Services. Spacily will collect any additional monies due from the User in respect of such Booking or Subsequent Booking. Spacily will not be liable to the Venue if it does not receive any additional payment or other sums due from the User for any reason. Any payments due to the Venue under this clause 3.11 shall be payable to the Venue in accordance with clause 3.8.
3.12 Spacily reserves the right to set off any amount owed to it by the Venue against any amount due to a Venue under the Terms or any amounts due as a result of a breach of the Terms by the Venue, pending Spacily's reasonable investigation of such breach. In addition, Spacily may withhold or deduct from any payments due to a Venue any charges or fees that are disputed or otherwise not paid by a User or a credit card company or other payment provider, and Spacily may charge the Venue (and the Venue shall pay) any such amounts in the event that Spacily has already paid such amounts to the Venue.
3.13 The Venue is solely responsible for providing and maintaining accurate information associated with a Space. The Venue shall keep complete and accurate records regarding the use of a Space. Spacily may audit such records upon reasonable notice. If a User requests an invoice for any fees, the Venue will be responsible for providing it and Spacily may direct any Users who request an invoice to the Venue.
3.14 Spacily reserves the right to charge the Venue its costs, including, but not limited to, its administrative costs, bank fees, legal expenses and court fees if any payment that the Venue makes to Spacily fails and any costs are incurred by Spacily in obtaining that payment. Spacily will charge the Venue interest at 3% per year above the Bank of England base rate from time to time from the due date until Spacily receives all payment from the Venue. This rate applies before or after any court judgment in Spacily’s favour on the debt. The interest will be earned daily and the Venue must pay the interest along with the overdue amount.
3.15 If the Venue disputes any payment made, it must notify Spacily in writing within 30 days of any such payment. Failure to so notify Spacily shall result in the waiver by the Venue of any claim relating to any such disputed payment. If any dispute arises as to the amount of any payment, such dispute will be referred to the Venue’s auditors for settlement and their decision, except in the case of manifest error, will be final and binding on both parties
3.16 Where Spacily is required to refund any fees or payments to a User as a result of a chargeback made by the User’s payment service provider or following a complaint, Spacily will not be obliged to transfer the value of such fees or payments to the Venue. If such fees or payments have already been transferred to the Venue, then the Venue will transfer them back to Spacily on request. In addition, the Venue shall reimburse Spacily for any fees that it incurs in relation to the refund. If the Venue fails to do pay Spacily any payments due under this clause 3.17, the Venue authorises Spacily to deduct the amount from any future transfer of fees or payments due to the Venue.
- Consumer Rights, Cancellation and Refunds
4.1 A User or a Venue can cancel a Booking in accordance with and subject to the Venue’s cancellation policy, provided that the cancellation policy is provided to the User and to Spacily, along with any updates or amendments to such policy.
4.2 Where a Booking or a Subsequent Booking is cancelled and the Venue makes a full refund of any monies paid by the User, Spacily is not entitled to any Commission. Where a Booking or a Subsequent Booking is cancelled and the Venue makes a partial refund any monies paid by the User, Spacily shall be entitled to Commission on the total amount paid by the User in respect of the Space and any Additional Services.
4.3 A Booking is not cancelled until the Venue and the User receives a cancellation confirmation e-mail from Spacily. If the cancellation e-mail is not received, Contact Spacily.
4.4 If there is a complaint from either the Venue or the User regarding the other, notice must be given to Spacily within 48 hours of the start of the Booking. Spacily will mediate any dispute between the Venue and the User where necessary, and has the final say in all disputes.
- Prices and availability of Space
5.1 It is the Venue’s sole responsibility to respond accurately and in a timely fashion to Booking Enquiries and requests to make a Booking. If a Venue is in error, the errors should be corrected in the User’s favour.
5.2 A Venue may change the prices and availability of a Space at any time, provided that it gives Spacily notice of this change and that this change in price does not affect Bookings that have been confirmed to the User.
5.3 It is the Venue’s sole responsibility to keep their prices up to date and inform Spacily of those prices.
5.4 Where a Space is listed on the Website, a Venue may not advertise or charge a different price to the price that is listed on the Website for the Space. The Venue may not offer a reduction or other more favourable hire terms for a Space to anyone who books a Space direct with the Venue, whether that booking is in person, by email, by telephone or by any other means of direct contact with the Venue. If the venue’s prices are reduced for any reason, Spacily will have the right to match these prices for any customer.
5.5 The Venue may not induce any User or other person to book a Space directly with the Venue, rather than via the Website, through any multiple booking discount, price reduction or other more favourable terms or in any other way. Any breach of clauses 5.4 and 5.5 may result in a Venue’s account being suspended.
- The Venue’s Account
6.1 In order to use the Website, the Venue is required to create an account, which will contain company and personal details. Payment information will be required in order that payments can be made to the Venue. Spacily will hold payment information in order that it can make payments to Venues. Spacily will not be able to make any payments to the Venue without payment information.
6.2 If the Venue thinks that its account details have been obtained by someone who should not have them, it should Contact Spacily immediately. If a payment is made before the Venue notifies Spacily, Spacily accept no liability or responsibility where it is unaware of the breach.
6.3 No part of the Website constitutes a contractual offer capable of acceptance. Spacily’s provision of the Website and its constituent facilities constitutes a service. By posting a Space on the Website or Contacting Spacily to post a Space on the Website, the Venue is making an offer that Spacily may, at its sole discretion, accept. Spacily’s acceptance is indicated by its agreement to post the Space on the Website. Only once Spacily has agreed to post the Space on the Website is there a binding contract between Spacily and the Venue.
6.4 Through the Website, Spacily provides an online platform through which Venues can advertise Spaces, and through which Users can hire the Spaces. Spacily is not a broker between the Venue and the User. Spacily does not arrange or negotiate the Booking of the Space by a User. Spacily is not acting as a principal of, or in any other capacity for, the Venue or the User other than as set out in these Terms. By making an offer to make a Booking via the Website and having that Booking accepted by the Venue, Users enter into a direct (legally binding) contractual relationship with the Venue to hire the Space when their booking is accepted by the Venue. Spacily is appointed by the Venue as its agent for the sole purpose of accepting or rejecting a Booking, and to collect the Hire Fee and the Additional Services Fee on behalf of the Venue
- Term of the Contract
7.1 Subject to clause 7.2, the Contract between Spacily and the Venue will continue until terminated by:
- the Venue giving to Spacily not less than one month’s written notice to expire at any time after later of the first anniversary of the start of the Contract between Spacily and the Venue, and the Start Date as defined in the Listing Agreement; or
- Spacily giving to the Venue not less than two weeks’ written notice to expire at any time.
7.2 Spacily may terminate the Contract with the Venue summarily and without notice, liability or cost, if the Venue:
- breaches the Terms; or
- fails to comply with a written notice from Spacily, within 14 days of receipt, requiring it to make changes to the Space or the level of service provided by the Venue to Users, or in response to some other request in relation to the Space or the Venue.
7.3 If Spacily terminates the Contract with the Venue in accordance with clause 7.2, Spacily will not be liable to make any payment to the Venue other than for any payments properly due to the Venue prior to the termination of the Contract and received from the User.
7.4 If the Venue is in breach of the Terms, Spacily may:
- stop the Venue’s use of the Website temporarily or permanently;
- remove material that the Venue has put on or uploaded to the Website;
- send the Venue a warning;
- take legal action; and
- tell the right authorities.
7.4 If the Venue commits a breach of the Terms and Spacily stops the Venue’s use of the Website, the Venue must permanently delete any access passwords and any payments that the Venue owes Spacily become payable immediately. Any payments should be received by Spacily within 30 days of that date.
- Uploading to the Website
8.1 If the Venue uploads material to the Website or contacts other users of the Website, including Users, it must follow the Terms, which sets out standards for use of the Website and content. The Venue agrees to reimburse Spacily for any costs or expenses it incurs as a result of any breach of this clause 8.1.
8.2 Material that the Venue uploads to the Website will be regarded as non-confidential and not owned by the Venue. This means that Spacily can copy it, distribute it, and show it to other people for any purpose. The Venue agrees that if anyone else claims to own the material, or says that it breaches their rights, Spacily can give them the Venue’s details. For the avoidance of doubt, this clause 8.2 does not affect any photographs taken by or on behalf of Spacily of a Venue or a Space, which is and shall remain the property of Spacily.
8.3 Spacily is not legally responsible to anybody for the accuracy of material that the Venue uploads to the Website, and Spacily can remove it at any time if it thinks that it does not follow the Terms.
- Use of the Website
9.1 Spacily frequently updates the Website and make changes to it, but it does not have to do this, and material on the Website may be out-of-date. No material on the Website is intended to contain advice, and the Venue should not rely on it. Spacily excludes all legal responsibility and costs for reliance placed on the Website by anyone.
9.2 The Venue and those authorised by the Venue to access the Website on its behalf must treat all identification codes, passwords and other security information as confidential. If the Venue fails to keep confidentiality, Spacily may disable any security information (including passwords and codes).
9.3 If the Venue allows anyone else to use the Website, it must make sure that they read the Terms first, and that they follow them.
9.4 The Venue must not use the Website to do any of the following:
- break any laws or regulations;
- do anything fraudulent, or which has a fraudulent effect;
- harm or attempt to harm minors;
- do anything with material that does not meet Spacily’s content standards (these are listed below);
- do anything with unsolicited advertising material or spam;
- transmit any data or material that is harmful to other programs, software, or hardware (for example, viruses, Trojan horses, worms, etc.);
- copy in any way or re-sell any part of Website (unless it is allowed under the Terms);
- interfere with or damage any part of the Website, or Spacily’s equipment, network, software or storage arrangements.
9.5 The Venue must only use the Website as allowed by law and the Terms.
- Content standards
10.1 Spacily’s content standards apply to all material that the Venue contributes to the Website, including, but not limited to, any Space Profiles, and to all interactive services. The Venue must follow Spacily’s content standards carefully, and also the spirit of them. Any contributions to the Website or forms that are completed on the Website must be:
- accurate and honest (if they are factual);
- genuine (if they state opinions); and
- within the law.
10.2 The Venue’s contributions must not be:
- defamatory, obscene or offensive; or
- likely to deceive, harass, annoy, threaten, or invade someone else's privacy.
10.3 The Venue’s contributions must not:
- promote material that is sexually explicit or advertise sexual services;
- promote violence;
- discriminate or promote discrimination because of race, sex, religion or belief, nationality, ethnic origin, age, disability, sexual orientation, gender reassignment, marital status or civil partnership, or pregnancy and maternity;
- infringe anyone else's intellectual property;
- be used to impersonate anyone, or misrepresent anyone's identity;
- encourage or assist anything that breaks the law; or
- promote ‘get rich quick’, pyramid selling or network-marketing opportunities.
- Interactive services
11.1 Spacily’s standards for interactive services, such as chat rooms and bulletin boards, are as follows:
- Spacily will set out information about the service;
- Spacily will set out what form of moderation it uses for the Website;
- Spacily will try to assess risks on the Website and will moderate if it thinks it is appropriate.
11.2 Please note, however, that Spacily is not required to moderate its interactive service. Spacily will not be responsible for any loss to anyone who does not use the Website according to Spacily’s standards (whether or not it has moderated the service).
- Content, and Image and Intellectual Property Rights
12.1 The pictures and descriptions included in a Space Profile are the sole responsibility of the Venue. The Venue accepts full responsibility for their accuracy. Spacily may create content for a Space Profile using publically available photos and other information but it is the Venue’s responsibility to check the accuracy of the content.
12.2 Spacily may optimise the content of the Venue and the Space to increase search engine optimisation to the Website. The Venue is responsible for checking the accuracy of any changes to the content made by Spacily.
12.3 Spacily may use any images or other media of the Spaces provided by the Venue, or made publicly available by the Venue, for its own marketing and other purposes at its discretion.
12.4 Photographs taken by a photographer that is contracted by Spacily for use on the Website belong to Spacily and cannot be used by a Venue for its own marketing or any other sites or places where the Venue promotes or sells Spaces, without prior written permission from Spacily.
12.5 Spacily is the owner or licensee of all intellectual property rights in the Website (for example the copyright and any rights in the designs) and in any of the material posted on it. They are protected by copyright. Once a Space Profile is published on the Website, it is available for searching, viewing over the internet, printing and downloading.
12.6 Other than as set out in the Terms, the Venue is not allowed to print and download extracts of any page on the Website for commercial use without a licence from Spacily. The Venue must not alter anything, or use any illustrations, video, audio or photographs separately from the text that goes with them.
- Venue Warranties, Indemnities and Restrictions
13.1 The Venue is solely responsible for maintaining the Space and any access to the Space;
- in a safe condition;
- free from hazards or any conditions or defects that would pose a hazard to or risk to the safety of any person who uses the Space in relation to a Booking; and
- in compliance with the law and any applicable building requirements.
13.2 The Venue is solely responsible for ensuring that the Space is clean, available and ready to use in accordance with any requirements of the User at the start of each Booking.
13.3 The Venue is solely responsible for ensuring that Users and any other person that uses the Space in relation to the Booking are made aware of any health and safety procedures applicable to the Space.
13.4 The Venue is solely responsible for ensuring that the rental of the Space does not infringe any lease or other agreements relating to the Space or any building policies. The Venue is solely responsible for and shall indemnify Spacily against any costs, damages, fines, losses or other liability arising from such violations.
13.5 The Venue warrants to Spacily that it has sufficient rights in and to the Space to offer the Space for hire to Users and members of the public. The Venue warrants that by entering into the Terms and offering the Space for hire it is not in breach of any court order, or any express or implied terms of any contract or other obligation or restriction binding on it.
13.6 The Venue shall indemnify and hold harmless Spacily against any costs, losses, damages or other liability arising out of any death, personal injury or fraud arising out of or in consequence of the Venue’s negligence in hiring out the Space. The Venue shall indemnify and hold harmless Spacily against any costs, losses, damages or other liability arising out the hire of the Space to the User.
13.7 The Venue shall maintain adequate public liability insurance in respect of the Space with a reputable insurer to cover anyone who enters the Space in relation to a Booking. The Venue shall on request supply to Spacily copies of such insurance policies and evidence that the relevant premiums have been paid.
13.8 Spacily makes no warranty to the User that any Space is of satisfactory quality and reasonably fit for the purposes for which the Space is hired. If for any reason a User is not satisfied with the Space, any claim is against the Venue.
13.9 Where a Venue provides that Additional Services can be made available to Users on request, the Venue must be able to deliver those Additional Services within 24 hours of being notified that the User requires those Additional Services.
13.10 A Venue will not, in any Capacity, at any time during the term of the Contract or for 12 months following the termination of the Contract howsoever arising, in competition with Spacily:
- deal with;
- solicit or approach;
- enter into a contract or arrangement with;
- accept a booking to hire a Space from;
any User or other person whose details the Venue has obtained during the term of the Contract.
- Spacily’s Obligations and Limitations
14.1 Spacily tries to keep the Website and its sites, services, applications and tools safe, secure, and functioning properly. However, the Venue acknowledges and agrees that Spacily cannot guarantee the continuous operation of or access to the Website and its sites, services, applications or tools. The Venue further acknowledges that the operation of and access to the Website and Spacily’s sites, services, applications or tools may be interfered with as a result of technical issues or numerous factors outside of its control. While Spacily will use its reasonable endeavours to maintain an uninterrupted service, it cannot guarantee this and Spacily does not give any promises or warranties (whether express or implied) about the availability of its services.
14.2 Spacily does not guarantee the accuracy of any material on the Website. Spacily is not responsible for any losses suffered by the Venue or a User as a result of any Booking or Booking Enquiry made via the Website or made to Spacily. Any agreement or contract to hire a Space to a User is made between the Venue and the User. Spacily is not a party to such agreement or contract. Spacily does not guarantee the accuracy, completeness or truthfulness of material on the Website, or that the Website will meet a Venue’s or User’s requirements. Spacily is not responsible for any decisions that the Venue makes in relation to renting a Space.
14.3 Spacily is not responsible for any loss to either a User or to a Venue in relation to its use of the Website or in relation to a Space or in any other way. As far as legally possible, Spacily excludes legal responsibility for the following:
- loss of income or revenue;
- loss of business or business interruption;
- loss of goodwill or reputation;
- loss of profits or contracts;
- loss of anticipated savings;
- loss of data;
- waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise even if foreseeable; or
- any loss that is not reasonably foreseeable by Spacily arising, directly or indirectly, from
- the use of or a Venue’s inability to use the Website or Spacily’s sites, services, applications and tools;
- delays or disruptions in the Website or Spacily’s sites, services, applications or tools;
- viruses or other malicious software obtained by accessing the Website or Spacily’s sites, services, applications or tools or any site, service, application or tool linked to the Website or Spacily’s sites, services, applications or tools;
- glitches, bugs, errors, or inaccuracies of any kind in the Website or Spacily’s sites, services, applications and tools or in the information and graphics obtained from them;
- a suspension or other action taken with respect to a Venue’s account;
- the duration or manner in which the Venue or a Space appears in search results;
- a Venue’s need to modify practices, content, or behaviour or its loss of or inability to do business, as a result of changes to the Terms or Spacily’s policies. Spacily reserves the right to modify its policies and the Terms at any time consistent with the provisions outlined in the Terms.
14.4 Although Spacily use techniques that aim to verify the accuracy of the information provided by Users, User verification on the internet is difficult. Spacily cannot and does not confirm, and is not responsible for ensuring, the accuracy or truthfulness of Users' purported identities or the validity of the information that a User provides or posts on the Website. It is the Venue’s responsibility to satisfy itself as to the suitability of a User, and to verify the identity of the User.
14.5 Spacily excludes, as far as legally possible, all terms and warranties or promises implied by law or by statutes.
14.6 Spacily does not exclude legal responsibility for death or personal injury owing to its negligence, or legal responsibility for fraud or fraudulent misrepresentation, or for anything else where exclusion is not allowed by the law.
- Written communications and notices
15.1 Spacily will contact the Venue by e-mail, by post or by providing it with information by posting notices on the Website.
15.2 Notices given under these Terms must be in writing and will be deemed received and properly served immediately when posted on the Website, or three business days after the date of posting of any letter sent within the UK, or seven business after the date of posting of any letter sent to Europe, or ten business days after the posting of any letter sent to any country outside of Europe. A business day is any day, other than Saturday, Sunday, or a public or bank holiday.
- Computer Offences
16.1 If a Venue does anything which is a criminal offence under the Computer Misuse Act 1990, its right to use the Website will end straightaway. Spacily will report the Venue to the relevant authorities and give them the Venue’s identity. Examples of computer misuse include introducing viruses, worms, Trojans and other technologically harmful or damaging material.
16.2 The Venue must not try to get access to the Website or server or any connected database or make any 'attack' on the Website. Spacily is not legally responsible to the Venue for any damage from viruses or other harmful material that it picks up via the Website.
- Links to the Website
A Venue is allowed to make a link to the Website's homepage from its website if the content on the Venue’s website meets Spacily’s acceptable use standards. Spacily can end this permission at any time.
- Links from the Website
Links from the Website to other sites are only for information. Spacily does not accept responsibility for other sites or any loss that the Venue suffers from using them.
- Legal points
19.1 The Contract to pay any commission is binding on Spacily and the Venue, and their respective successors and assigns.
19.2 If Spacily, at any time, fails to insist upon strict performance of any obligations under the Contract or the Terms, or it fails to exercise any of the rights or remedies to which it is entitled under the Contract or the Terms, this shall not constitute a waiver of such rights or remedies and shall not relieve the Venue from compliance with such obligations.
19.3 No waiver by Spacily of any of the provisions in the Terms shall be effective unless it is expressly stated to be a waiver and is communicated to all parties involved in writing in accordance with clause 15.
19.4 If any part of the Terms or any provisions of a contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions, which will continue to be valid to the fullest extent permitted by law.
19.5 The Terms and any document expressly referred to in them (which for the avoidance of doubt includes the Listing Agreement) constitute the whole agreement between Spacily and the Venue, and supersede any previous arrangement or understanding between them.
19.6 Spacily and the Venue each acknowledge that, in entering into the Contract, (and the documents referred to in it), neither party relies on any statement, representation, assurance or warranty of any person (whether a party to that Contract or not) other that as expressly set out in the Terms.
19.7 Spacily and the Venue each agree that the only rights and remedies available to either party arising out of or in connection with a representation shall be for breach of contract as provided in the Terms.
19.8 Nothing in this clause shall limit or exclude any liability for fraud.
19.9 Spacily may revise and amend the Terms and the Listing Agreement from time to time to reflect changes in market conditions affecting its business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in the Website’s capabilities.
19.10 The Venue will be subject to the policies and Terms in force at the time that it enters into a Contract with Spacily to pay commission unless any changes to those policies or the Terms is required to be made by law or governmental authority (in which case it will apply to Spaces previously placed by the Venue).
19.11 Any dispute or claim arising out of or in connection with the Terms or their subject matter or formation (including non-contractual obligations or claims) will be governed by and construed in accordance with the laws of England. Any dispute or claim arising out of or in connection with the Terms or their subject matter or formation (including non-contractual obligations or claims) shall be subject to the exclusive jurisdiction of the English courts.