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Space.exchange Terms and Conditions

Last updated 8 July 2016 

Glossary

For the avoidance of ambiguity and doubt, the following terms refer to:

  • “Consumer/s” = businesses or individuals that use the Space provided by a Space Provider
  • “Space Provider/s” = the entity that promote and make their Space bookable through Space Exchange
  • “Site” = the website, space.exchange. This includes the relevant space.exchange mobile apps
  • “Space/s” = space provided by Space Providers for the purpose of meetings, presentations, events, etc. that is available for rental
  • “Booking” 

Disclaimer

This page sets out our Terms and Conditions on which you as a consumer (the “User”), or provider (the “Space Provider”) agree to be bound by making use of the website, www.space.exchange (the “Site”), specifically:

  • for Space Providers for the purpose of listing, promoting and processing bookings (including payments) for your available Space on the Site.
  • for Consumers for the purpose of searching availability of Space and processing bookings with Space Providers
  • Managing

These Terms and Conditions are supplemental to the Website Terms of Use, which can be found here: www.space.exchage/terms.

In the event of any conflict between the Website Terms of Use and these Terms and Conditions, these Terms and Conditions shall prevail.

Please read these Terms and Conditions carefully as they contain important information regarding your legal rights, remedies and obligations. These include various limitations and exclusions and obligations to comply with applicable laws and regulations.

The Site and Services made available through it comprise an online platform through which Space Providers may create listings for the hire and letting of Spaces, and Space Consumers browsing the site may learn about and book Spaces directly with Space Providers through the Site.

You understand and agree that Space Exchange is not a party to any agreement entered into between the Space Provider and Consumer, nor is Space Exchange acting as an agent, or in partnership with any Space Provider or Consumer. Space Exchange has no control over the conduct of Space Providers, Consumers, other users of the Site and Services, Space Listings, or any Space advertised on the Site, and disclaims all liability in this regard to the maximum extent permitted by law.

You acknowledge and agree that, by accessing or using the Site or Services or by downloading or posting any content from or on the Site or through the Services, you are indicating that you have read, and that you understand and agree to be bound by these terms, whether or not you have registered on the Site. If you do not agree to these terms, then you have no right to access or use the Site or Services. If you accept or agree to these terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

The Site and Services are intended to be used to find available Space and to facilitate the access of use of Space by Consumers from Space Providers through the reservation or booking Spaces directly with one another through the functionality provided by the Site. Space Exchange does not control the content contained in any Space Listings and does not make any warranty or representation to the Consumer as to the condition, legality or suitability of any Space. Space Exchange is not responsible for and disclaims any and all liability related to any and all Listings and Spaces. Accordingly, any Listings advertised by the Space Provider, or bookings made by the Consumer, are done so at their own risk.

Agreed terms

  1. INTERPRETATION

1.1 The Site is operated by Chaos Based Limited, a company registered in England and Wales under company number 7388823 whose registered office is at 49 Station Road, Polegate, United Kingdom, BN26 6EA (hereinafter, “Space Exchange”).

1.2 Definitions in these Terms and Conditions:

Account: Means an account created by a Consumer or a Space Provider on the Site for the purpose of Creating and Listing a Space by a Space Provider, or for Saving Spaces to Favorites or to Book Spaces by Consumers, pursuant to the registration process and requirements as determined by Space Exchange from time to time.

Agent: any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the Space Provider, which is otherwise not also a Space Provider.

Space Exchange Team: any officer, employee, agent or representative of Space Exchange, or any other person working on behalf of Space Exchange.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Immediate Booking: an immediate booking is made when a Space Consumer books and pays for an available Space from a Space Provider through the Site where the Space is set by the Space Provider as “Immediately Bookable” by confirming a booking associated with their personal details (as recorded in the Space Consumer’s user account) on the Site, in respect of a Space.

Booking Enquiry: a booking enquiry is made when a Space Consumer makes contact a Space Provider through the Site specifically where the communication indicates the desired Space availability and costs via a form on the Site, in respect of a Space.

Confirmed Booking: shall mean an Immediate Booking or Space Provider confirmed Booking Enquiry formalising with the Space Consumer and Space Provider the use of a Space (and any additional services reserved and/or paid for through Space.exchange) at a specific date and time.

Cancelled Booking: shall mean a Confirmed Booking following which the Space Consumer or Space Provider notifies the other party that the Event is cancelled or that the Space is no longer available for use.

Completed Booking: shall mean the end of the use of a Space as detailed in the Confirmed Booking of a Space, following which the Space usage takes place in accordance with the Confirmed Booking.

Booking Time and Date(s): the Time and/or date, or consecutive dates on which an Event for which a Confirmed Booking is made, takes place.

Space Booking Fee: the total price of for the use of a Space for a specified duration (inclusive of VAT in markets where applicable) agreed between the Space Consumer and the Space Provider, payable by the Consumer to the Space Provider, for use of the Space for the Event, on the Event Date (which shall include, but not be limited to, Space hire, accommodation, catering and all other ancillary services required for the Event, which are provided or facilitated by the Space Provider). This is the total amount a Space Consumer is charged for use of a specific Space. This may include additional services where selected and VAT (where applicable).

Listing Fee: The fee Space Exchange charge a Space Provider per Space listed when it is selected the listing of the Space is paid for (Paid per Listing) rather than a paying a percentage Per Transaction

Transaction Fee: The fee Space Exchange charge a Space Provider, as a percentage of the Booking Fee associated with the use of a Space only. The Transaction Fee is applicable when a Space listing is set as paid Per Transaction, instead of paid for the Listing.

Payment Processing Fee: The fee Space Exchange is charged to process payments. Where the Space Provider has selected that a specific Space is Pay Per Transaction, the payment processing fee will be included in the Transaction Fee percentage. Where a Space Provider has selected that a specific Space is Pay Per Listing and selected for Booking Fees to be processed through Space.exchange rather than paying on-location at time of providing the Space, Space.exchange will only charge the Space Provider the processing fee incurred by Space.exchange

Promotion Fee: The fee a Space Provider pays Space Exchange to promote a Space Listing in Search results, on the Site Home page, as an Alternative Space option when a Space Consumer views a Space Listing, or to eliminate Alternative Space options promoted on a specific Space’s listing

Person: shall mean any natural person, or corporate or unincorporated body (whether or not having separate legal personality).

VAT: Value Added Tax is automatically added to transactions where required by law relevant to the Space Consumer or Space Provider’s location. VAT is charged on on all digital transactions within certain regions for transactions processed by a person located in those locations.

Services: means those services which Space Exchange provides to Space Providers and Space Consumers from time to time, whether through the Site or otherwise.

Site: the website as found at the root domain https://space.exchange and including all subdomains.

Space: shall mean the area, facilities and other relevant services published on Space.exchange and provided by Space Providers and used by Space Consumers at a location of which a Space Provider has operational control over or may be compensated for the use of, and for which the Space Provider has advertised the use of such Space through Space Exchange.

Space Listing: A web page presenting the published profile and description of a Space including its availability and associated costs for booking.

Space Use: shall mean the purpose for which the Booking of a Space is made available for.

Space Type: shall mean the nature of the Space. A Space can be of only one type but multiple Space Uses. The Space Type indicates the general use of the Space, such as a theatre, private dining room, conference room, hall, etc.

Space Provider: a Person or Business using the Site and/or Services for the purpose of promoting and securing booking of a Space and make available such Space for use by a Space Consumer; meaning the Person in control of the Space Provider Account.

Space Consumer: a Person or Business using the Site and/or Services for the purpose of booking and hiring or otherwise utilising a Space which is operated or owned by a Space Provider; meaning the Person in control of the Consumer Account.

Space Availability: this is the dates and times that a specific Space is available and presented so on Space Exchange as indicated by the Space Provider

Space Exchange: The business that provides the site and services through Space.exchange (the Site) as well as the owner of the Site and Service, Chaos Based Limited.

  1. BOOKINGS

2.1 Once you have created an Account and listed a Space, or searched for a Space, you agree to processes Space Bookings or requests or to receive Booking Enquiries through Space.exchange.

Spaces are both immediately booked and paid by the consumer if the Space is Immediately Bookable, or a Space is reserved following a Booking Enquiry where after a Space Provider must confirm a Booking Enquiry within 24 hours after the Booking Enquiry was submitted.

2.2 All Booking Enquiries or Immediate Bookings are or may be subject to review by members of the Space Exchange Team prior to, or at such time as they are sent to you (whether through such automated processes as are in use through the Site from time to time, or by such other means of manual communication as are available to the Space Exchange Team at the time that a Booking Enquiry is made).

2.3 Once a Booking Enquiry has been made to a Space Provider (and where the Space Provider does not acknowledge receipt of the Booking Enquiry sooner) the Booking Enquiry shall be deemed to have been received by the Space Provider 24 hours after the time at which the Booking Enquiry is first made. Where the Space Provider has not acknowledged receipt sooner, the Space Provider is required to acknowledge receipt of each Booking Enquiry received, within 24 hours of deemed receipt. In the event that a Space Provider fails to acknowledge receipt of three or more consecutive Booking Enquiries, Space Exchange reserves the right to suspend, remove or terminate the Listing to which the Booking Enquiry relates, or the Space Provider’s Account (whichever the case may be), as Space Exchange in its absolute discretion shall think fit.

2.4 If a Space is Immediately Booked or a Space Provider has confirmed a Space Booking in response to a Booking Enquiry, the Space Provider and Consumer shall deal directly with one another for the purpose of arranging an Event, and Space Exchange shall have no liability whatsoever to either the Space Provider or the Consumer in relation to any contractual dealings between the Space Provider and Consumer.

2.5 Space Exchange reserves the right to contact either the Space Provider or the Consumer at any time following a Booking Enquiry so as to ascertain the status of the Booking Enquiry and ask for feedback from either party.

2.6 For the avoidance of doubt, the concepts of deemed receipt and acknowledged receipt in this clause 2 shall not in any way prejudice the right of Space Exchange to receive commission on Immediate Bookings or Booking Enquiry that is made pursuant to clause 4.

2.7 Immediately Bookable Spaces will not require a confirmation from a Space Provider. Immediate Bookings are paid for by the Consumer through Space Exchange and the Space Provider is notified of the new Immediate Booking of a Space for a specific date and time. The Consumer will received an automated Booking Confirmation after payment has been processed and no further Booking Enquiry communication will be generated between the Consumer and Space Provider.

2.8 A Space is regarded as Booked if a successful Immediate Booking has been processed or a Space Provider confirmed a Space Booking in response to a Booking Enquiry. Both Consumer and Space Provider are required to fulfil their obligations to the other party, either to pay the appropriate fees for Space Use, Cancel the Space Booking (subject to indicated cancellation fees), make the Space available for use as Booked, and use the Space as Booked.

  1. OBLIGATIONS OF THE SPACE PROVIDER

3.1 In creating an account, the Space Provider agrees to act at all times in good faith towards Space Exchange.

3.2 The Space Provider shall provide Space Exchange at all times with the information that Space Exchange reasonably requires to carry out its duties, including marketing information for and details of the Spaces, Space Availability and information about the Space Provider.

3.3 In using the Site, the Space Provider agrees to maintain up to date contact details in connection with the Account, and shall ensure in so far as is reasonably practical that all Space Availability and Price for a given Space are accurate.

3.4 The Space Provider may update any information in connection with the Account or a Space Listing.

3.5 The Space Provider agrees to provide prompt notification to Space Exchange in the event of a Cancelled Booking, the amount of any non-refundable payment received from the Consumer as at the date of cancellation, no later than three Business Days after it receives a Confirmed Booking or Cancelled Booking (as the case may be).

3.6 The Space Provider may not advertise guide prices on the Site which are higher than any prices routinely quoted to prospective Consumers, or advertised elsewhere in the ordinary course of the Space Provider’s business.

3.7 The Space Provider is responsible for the accuracy of all images and text which appear on Space Listings connected to the Account, and shall use all reasonable endeavours to ensure that the content is maintained. Space Exchange may create content on behalf of the Space Provider if so requested to do so, using information readily available from the public domain, or supplied to it by the Space Provider.

3.8 The Space Provider shall ensure that its Listings do not infringe any applicable laws, regulations or third party rights (including the use of material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).

3.9 The Space Provider acknowledges that Space Exchange does not purport to monitor the content of the Site. Space Exchange reserves the right to remove content from the Site where it reasonably suspects such content is Inappropriate Content. Space Exchange shall notify the Space Provider promptly if it becomes aware of any allegation that any content contained in any Listing on the Site may be Inappropriate Content.

3.10 Without prejudice to the rights of Space Exchange the Space Provider shall be under no obligation to accept a Booking Enquiry.

3.11 In the event that the Space Provider is unwilling or unable to accept a Booking Enquiry, the Space Provider agrees that it shall not refer that Booking Enquiry to another entity, unless that entity is another Space Provider through Space Exchange.

  1. OBLIGATIONS OF THE SPACE CONSUMER

Communication

Cancellations

Payments

Acceptable Space use

  1. COMMISSION AND PAYMENTS

Space Providers may select to include their Space/s through Space Exchange either by:

  • listing the Space only and paying the relevant current published annual or monthly Listing Fee. In these cases, the Space provider may select to not make the Space immediately bookable through Space Exchange. If the Space Provider do however want their Space to be Immediately Bookable and payments processed through Space Exchange, then a 3% payment processing fee will be charged. The Space Provider will automatically be paid the Space Booking fee (as set by the Space Provider for the Space) less the payment processing fee.
  • not paying a monthly or annual Listing Fee, but rather make the Space Immediately Bookable and all payments processed through Space Exchange. In this instance the Space Provider will be charged a Space Booking Commission and a 3% payment processing fee. The Space Provider will automatically be paid the Space Booking fee (as set by the Space Provider for the Space) less the booking commission and the payment processing fee.

Space Booking Commissions

4.1 In consideration of Space Exchange facilitating the making of Booking for Space Provider, Space.exchange will process the commission payable to Space Exchange for any Booking confirmed and payment processed through Space.exchange. Space.exchange will automatically pay the Space Provider the balance of the cost for Space booked less the applicable commission paid to Space.exchange.

4.2 The right of Space Exchange to receive commission shall arise at the point at which a Booking confirmation is made and for the purpose of this clause 4.2, a Booking confirmation shall have deemed to have been made:

  • (a) a Consumer has reserved and processed a payment for Immediately Bookable Space
  • (b) when a Space Provider has confirmed the availability of a Space booking request to a Consumer for Spaces that are not Instantly bookable through Space.Exchange.

4.3 No commission shall be payable to Space Exchange where the Space is a Listed Space on Space Exchange and payments for the use of the Space by Consumers are made directly to the Space Provider.

4.4 For all Confirmed Bookings where money is due from the Consumer to the Space Provider, the following rates of commission will apply:

  • (a) in the event of a Completed Booking, 10% of the Space rental fee due from the Consumer to the Space Provider (exclusive of VAT); and
  • in the event of a Cancelled Booking, and where the Space Provider has retained a non-refundable payment from the Consumer, 10% of that payment (exclusive of VAT).

4.5 All commission payments due to Space Exchange will be subject to VAT (in markets where relevant) at the prevailing rate in force at such time as commission becomes due.

4.6 Space Exchange reserves the right to charge a lower rate of commission to that otherwise advertised on the Site or on a case by case basis at its absolute discretion, including for (but not limited to) registered charities.

4.7 Booking payments will be processed at the time of Booking confirmation by the Space Consumer, and payments to Space Providers will be paid within 48 hours of the date of the relevant use of the space;

4.8 Space Exchange reserves the right to offer alternate payment terms on a case by case basis at its absolute discretion.

4.14 The liability of the Space Provider for the payment of commission is not subject to, nor conditional upon, the Space Provider having first received payment (whether invoiced or not) from the Consumer in respect of the Confirmed or Completed Booking.

4.15 If a Consumer defaults on payment to the Space Provider commission remains due and payable to Space Exchange. Non-payment from the Consumer to the Space Provider does not affect our terms of payment.

4.16 The Space Provider may claim back commission already paid in respect of Confirmed Bookings which are subsequently cancelled by the Consumer, subject to providing satisfactory evidence of the same to [email protected], and subject to the deduction of any payment due in respect of the Cancelled Booking under clauses.

4.17 The Space Provider may not claim back commission which has been paid to Space Exchange in respect of a Confirmed Booking which is subsequently cancelled by the Space Provider.

4.18 Termination of the Space Provider’s Account (howsoever arising) shall not affect the continuation in force of this clause 4 and the Space Provider’s obligation to pay commission to Space Exchange in accordance with it in respect of any outstanding Booking Enquiries as at the date on which the Account is terminated.

Promotion Fees

  1. INTELLECTUAL PROPERTY & UPLOADING CONTENT

5.1 The Intellectual Property Rights in all software made available and content supplied in connection with the Space Provider’s use of the Site and/or Services remains the property of Space Exchange and/or its licensors, advertisers and/or content suppliers.

5.2 The Space Provider will comply with the terms of any agreement required by the owner of Intellectual Property Rights in all software and content supplied to the Space Provider for the purpose of using the Site and the Space Provider hereby acknowledges that all software that is not made readily available to it is confidential, and that all other rights including but not limited to database rights and copyright are asserted and reserved by Space Exchange, its licensors, advertisers and content suppliers.

5.3 The Space Provider may not modify, translate, reverse engineer, decompile, disassemble (except to the extent that applicable laws expressly or impliedly prohibit such restriction) or create derivative works based on any software or any documentation accompanying such software supplied by Space Exchange, its licensors, advertisers or content suppliers, via the Site.

5.4 The Space Provider shall not reproduce any marketing material created or commissioned by Space Exchange for the Space Provider for use on the Site, for the Space Provider’s own external marketing off the Site, without written permission from Space Exchange.

5.5 Any content a Space Provider uploads to Site will be considered non-confidential and non-proprietary. The Space Provider retains all of its ownership rights in such content, but is required and agrees pursuant to these Terms and Conditions to grant Space Exchange a limited license to use, store and copy that content and to distribute and make it available to third parties.

5.6 Space Exchange may use any images or other media which has been uploaded to a Listing or made publicly available by a Space Holder, for the purpose of marketing Space Exchange’s services.

5.7 Space Exchange reserves the right to disclose a Space Provider’s identity to any third party who is claiming that any content posted or uploaded by the Space Provider to the Site constitutes a violation of their Intellectual Property Rights or of their right to privacy.

5.8 Space Exchange will not be responsible, or liable to any third party, for the content or accuracy of any content posted by Space Providers or Consumers to the Site.

5.9 Space Exchange reserves the right to remove any Listing, if in Space Exchange’s opinion, that Listing does not comply with acceptable content standards.

  1. LIMITATION OF LIABILITY

6.1 Space Exchange shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind the Space Provider in any way, and shall not do any act which might reasonably create the impression that Space Exchange is so authorised. Space Exchange shall not make or enter into any contracts or commitments or incur any liability for or on behalf of the Space Provider, including for the provision of Spaces or the price for them, and shall not negotiate any terms for the provision of the Spaces with the Consumers.

6.2 Space Exchange shall disclose to each Space Consumer that it has no authority or ability to negotiate or vary the terms of the Space Provider or enter into any contract on behalf of the Space Provider.

6.3 Nothing in these Terms and Conditions are intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

6.4 Space Exchange shall not warrant or represent to the Space Consumers that any Space listed through the Site is of satisfactory quality and/or reasonably fit for any of the purposes for which the Space is required.

6.5 The Space Provider acknowledges that if for any reason a Space Consumer is not content with a Space, the Consumer’s claim is against the Space Provider and the Space Provider alone.

6.6 Space Exchange offers no guarantee that the Site, or any content on it, will always be available or be uninterrupted. Access to the Site is permitted on a temporary basis. Space Exchange may suspend, withdraw, discontinue or change all or any part of the Site without notice and shall not be liable to the Space Provider if for any reason the Site is unavailable at any time or for any period.

6.7 The Space Provider is responsible for making all arrangements necessary for the Space Provider to have access to the Site, and the Space Provider shall be solely responsible for ensuring that use of the Site does not result in any damage to the Space Provider’s computer systems or data loss which might arise from use of the Site and/or disruption to the Services.

6.8 Space Exchange (including its holding company, Chaos Based Limited, affiliates, officers, directors, agents and employees) shall not be liable to either the Space Provider or Space Consumer in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, reSpace, business, opportunity, goodwill, reputation or business interruption or for any other losses arising directly or indirectly from:

  • (a) use of or an inability to use the Site and/or Services;
  • (b) delays or disruptions in the operation of the Site and/or Services;
  • (c) viruses or other malicious software which is acquired by accessing the Site, or any site, services, application or tool linked to the Site;
  • (d) glitches, bugs, errors, or inaccuracies of any kind in the Site;
  • (e) a suspension or other action taken in respect to an Account by the Space Exchange Team;
  • (f) the duration or manner in which Listings appear in search results;
  • (g) the Space Provider’s need to modify practices, content, or behaviour or loss of or inability to do business, as a result of changes to these Terms and Conditions or our policies (and Space Exchange reserves the right to modify its policies and these Terms and Conditions at any time consistent with the provisions outlined in these Terms and Conditions).

6.9 Space Exchange cannot confirm, and is not responsible for ensuring, the accuracy or truthfulness of Space Providers’ or Space Consumers’ purported identities, or the validity of the information which they provide to Space Exchange or post on the Site.

6.10 For the avoidance of doubt, Space Exchange shall not be liable for any loss or damage caused to the Space Provider arising from the actions or default of any Consumer (for whatever reason whatsoever) and Space Exchange makes no representations or warranties to the Space Provider as to the Space Consumers who may engage with the Space Provider, as a direct result of Space Exchange carrying out the Services.

  1. PAID SPACE PROMOTION SERVICES

7.1 Space.exchange may in its absolute discretion offer additional, optional Space Promotion Services to the Space Provider from time to time, for which a subscription fee, or one off charge is payable (the “Paid Services”).

7.2 The Paid Services shall be offered in accordance with these terms and any additional provisions as advertised on the Site or otherwise through the Space Exchange Team (in each case as may be varied from time to time).

7.3 The Paid Services may include (but shall not be limited to) an entitlement to consultation with the Space Exchange Team as to the appearance and creation of effective Listings, photography packages, advice as to promotional strategies, premium placement of Listings in highly visible areas of the Site, and direct marketing by the Space Exchange Team on the Space Provider’s behalf, by way of social media campaigns and marketing, content marketing, conversion rate optimisation, search engine optimisation, website analytics, newsletters and mailshots, and the organisation of promotional events specific to a Space.

7.4 The Space Provider accepts that in the course of carrying out the Paid Services, and in particular in respect of marketing activities, Space Exchange may from time to time promote a Space or Space Provider through marketing literature or social media platforms, and make such representations on the Space Provider’s behalf as the Space Exchange Team shall think fit, in order to promote the Space or Space Provider.

7.5 Space Exchange shall not in any circumstances have any liability for any losses or damages which may be suffered by the Space Provider (or any person claiming under or through the Space Provider), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

  • (a) special damage, even though Space Exchange was aware of the circumstances in which such special damages could arise;
  • (b) loss of profits;
  • (c) loss of anticipated savings;
  • (d) loss of business opportunity;
  • (e) loss of goodwill;
  • (f) loss of, or damage to (including corruption of), data;

which the Space Provider believes to have arisen as a result of the actions of Space Exchange in undertaking the Paid Services, provided that this clause 7.4 shall not prevent claims for loss of or damage to the Space Provider’s tangible property that fall within the terms of clause 7.6 or any other claims for direct financial loss that are not excluded by any of categories (a) to (f) inclusive of this clause 7.4;

7.6 The Space Provider agrees that, in accepting these Terms and Conditions, it has not relied on any representations (whether written or oral) of any kind or of any person other that those expressly set out in these Terms and Conditions or (if it did rely on any representations, whether written or oral, not expressly set out in these Terms) that it shall have no remedy in respect of such representations and (in either case) Space Exchange shall not in any circumstances have any liability otherwise than in accordance with the express Terms and Conditions set out herein.

7.7 Without prejudice to any other express limitation of liability within these Terms and Conditions, the total liability of Space Exchange, whether in contract, tort (including negligence) or otherwise in connection with the Paid Services, shall in no circumstances exceed a sum equal to 100% of the Charges payable by the Space Provider to Space Exchange in the period (as specified and advertised on the site for the Paid Services in question) in which the liability arises.

7.8 Space Exchange offers no representations or warranties as to the effectiveness of the Paid Services for the purpose of generating Booking Enquiries or Confirmed Bookings.

7.9 All amounts due to Space Exchange in respect of the Paid Services shall be paid by the Space Provider in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

  1. NOTICES

8.1 We will contact you by e-mail, by post or by providing you with information by posting notices on the Site.

8.2 Notices will be deemed received and properly served immediately when posted on the Site, 24 hours after an email is sent, or three days after the date of posting of any letter sent within the UK.

  1. TERMINATION

9.1 Without affecting any other right or remedy available to it under these Terms and Conditions, Chaos Based Ltd through Space.exchange may terminate the Space Provider’s Account with immediate effect, if:

  • (a) the Space Provider fails to pay any amount due under these Terms and Conditions on the due date for payment; or
  • (b) the Space Provider commits a material breach of any term of these Terms and Conditions and such breach is irremediable, or (if such breach is remediable) the Space Provider fails to remedy that breach within a period of 30 days after being notified in writing to do so.

9.2 The Space Provider may terminate its Account at any time, or request that one or more Space Listings be taken down from the Site at any time, by using the administrator login details for the Account.

9.3 Space Exchange may terminate or suspend any part of the Services at any time, without giving notice to the Space Provider.

9.4 Termination of the Account by either the Space Provider or Chaos Based Ltd, or termination of the Services by Chaos Based Ltd (as the case may be) shall not affect any rights, remedies, obligations or liabilities that the parties have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms and Conditions which existed at or before the date of termination.

  1. INDEMNITY

The Space Provider agrees to indemnify, defend and hold harmless Chaos Based Ltd, its directors, officers, employees, consultants, agents, and Affiliates, from any and all third party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from, without limitation, the Space Provider’s use of the Site and Services, any breach of these Terms and Conditions, infringement of any Intellectual Property Rights or any other right of any person or entity, or breach of any duty of confidence or privacy, or any defamatory statements made by the Space Provider in any form.

  1. WAIVER

No failure or delay by Chaos Based Ltd to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  1. VARIATION

Chaos Based Ltd reserves the right to vary these Terms and Conditions unilaterally from time to time. You should regularly check and read the Terms and Conditions for any updates and/or amendments. If you do not agree to any of the updates or amendments at any time you should cease to use the Site and/or Services.

  1. SEVERANCE

If any provision or part-provision of these Terms and Conditions becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms and Conditions.

  1. GOVERNING LAW AND JURISDICTION

14.1 These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

14.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims).