Special Conditions relating to Lead Feed
1.1 The Host may create Listings for its Venue. To create a Listing, the Host will be asked a variety of questions
about the Venue to be listed, including, but not limited to, the location, capacity, size, features, and
availability of the Venue, additional terms, pricing, related rules and financial terms including any additional
Taxes not included in its pricing.
1.2 The Host acknowledges and agrees that it is responsible for any and all Listings posted. Accordingly, it
represents and warrants that any Listing and the booking of, or a Guest's use of, a Venue in a Listing (i) will not
breach any agreements it has entered into with any third parties, such as property owners, property managers,
lessors or landlords, and (ii) will (a) be in compliance with all applicable laws, rules and regulations that may
apply to any Venue included in a Listing (including having all required permits, licenses and registrations), and
(b) not conflict with the rights of third parties and (iii) will compy with any additional terms and condition in
relation to Listing obligations set out on the Site. HeadBox assumes no responsibility for a Host's compliance with
any agreements with or duties to third parties, applicable laws, rules and regulations.
1.3 HeadBox reserves the right, at any time and without prior notice, to remove or disable access to any Listing for
any reason, including Listings that HeadBox, in its sole discretion, considers to be objectionable for any reason,
in breach of this Agreement or policies set out on the Site, or otherwise harmful to the Site or Services.
1.4 The quality of the photographs and 3D photography used to display a Venue on a Listing are of paramount
importance to HeadBox and so it reserves the right to remove or request the removal of any photographs or to request
new photographs at any time. HeadBox may offer a Host the option of using a HeadBox approved photographer to take
photographs including 3D Photography of their Venues. If this service is provided by HeadBox, the terms of Schedule
5 will apply.
1.5 By making available the Listing on the Site, the Host hereby grants to HeadBox a worldwide, irrevocable,
perpetual, non-exclusive, transferable, royalty-free licence, with the right to sublicense, to use, view, copy,
adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast,
access, view, and otherwise exploit such Listing on, through, by means of or to promote or market the Site and
1.6 The Host acknowledges and agrees that it is solely responsible for all Listings it makes available through the
Site and Services. Accordingly, the Host represents and warrants that: (i) it is either the sole and exclusive owner
of all Listings that it makes available through the Site and Services or it has all rights, licences, consents and
releases that are necessary to grant to HeadBox the rights in such Listings, as contemplated under this Agreement;
and (ii) neither the Listings nor the Host's posting, uploading, publication, submission or transmittal of the
Listings or HeadBox's use of the Listings (or any portion thereof) on, through or by means of the Site and the
Services will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral
rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the
breach of any applicable law or regulation.
1.7 Whilst HeadBox makes certain tools available to a Host to help it make informed decisions about which Guests to
choose to confirm a booking with, the Host acknowledges and agrees that HeadBox has no liability in relation to the
decision to enter into an agreement with a Guest or the subsequent conduct of that Guest or the other users of the
Venue invited by the Guest. Further the Host is responsible for its own acts and omissions and remains responsible
for the acts and omissions of any individuals who use or are otherwise present at the Venue at its request,
invitation or with its agreement.
2.1 In addition to the Host's agreement with HeadBox to use the Site and Services (explained in the HeadBox Business
Terms & Conditions) the Host may also enter into a separate agreement with the Guest when it hires a Venue for
an Event. HeadBox's responsibilities are limited to facilitating the availability of the Site and Services, it is
not a party to the contract between the Host and the Guest for hire of the Venue.
2.2 Where a booking is requested for a Venue, the Host shall either confirm or reject the Booking Request.
2.3 Where a Host accepts a Guest's Booking Request, the Host and the Guest may interact with each other to form a
binding contract between them offline. All payments for the hire of the Venue will be made directly between the Host
and the Guest.
3.1 Fees for Access to the Software
3.1.1 The Host shall pay to HeadBox the Subscription Fees in accordance with this clause 3 and all Subscription Fees
3.1.2 All Subscription Fees shall be paid by the Host to HeadBox by cheque or by electronic bank transfer by no
(a) 30 days from the date of the relevant invoice where HeadBox has agreed on the Order Form that the Subscription
Fees can be paid quarterly, or
(b) the Subscription Start Date or start of the relevant Renewal Term (as applicable) where the Subscription Fees
are payable in advance (as stated on the Order Form).
3.1.3 The parties hereby accept and agree that the subscription for the Software shall renew automatically for an
additional twelve-month period following the Subscription End Date (each consecutive twelve-month period being a
“Renewal Term”) unless the Host provides HeadBox with at least 3 month’s written
notice prior to the Subscription End Date of its intention not to renew.
All amounts stated or referred to in this Agreement:
3.2.1 shall be payable in pounds sterling;
3.2.2 are non refundable;
3.2.3 exclusive of value added tax (or any other applicable taxes), which shall be paid by the Host at the rate and
the manner prescribed by Applicable Law from time to time.
3.3 Set off
3.3.1 The Host shall pay all amounts due under this Agreement in full without any deduction or withholding except as
required by Applicable Law and the Host shall not be entitled to assert any credit, set-off or counterclaim against
HeadBox in order to justify withholding payment of any such amount in whole or in part.
3.3.2 HeadBox may, without limiting its other rights or remedies, set off any amount owing to it by the Host against
any amount payable by HeadBox to the Host.
3.4 Late Payment
If the Host fails to make payment to HeadBox of any undisputed sum by the due date, as specified in this Agreement,
HeadBox reserves the right to:
3.4.1 charge interest on such sum at an annual rate of 3% above the base lending rate from time to time of Santander
UK, accruing on a daily basis from the due date until the date of actual payment by the Host to HeadBox of the
overdue amount, whether before or after judgment; and
3.4.2 disable the Authorised Users password, account and access to all or part of the Software and Services and
Headbox shall be under no obligation to provide any or all of the Software and Services while the invoice(s)
concerned remain unpaid.
3.5.1 HeadBox may increase any of the Fees during the Term by providing the Host with notice of the increase at
least 14 days before the end of the Subscription End date or any Renewal Term (a "Price Variation
3.5.2 If the Host does not agree to the increased Fees, the Host may terminate this Agreement by giving HeadBox
notice (such notice to expire on the date that the proposed increase takes effect). If the Host does not terminate
the Agreement by the date that the proposed increase takes effect, the Host shall be deemed to have accepted the
proposed increase and the Fees shall be increased accordingly.
3.6 Account Package
The Host acknowledges that the Services offered by Headbox varies according to the Account chosen and the Host
agrees that it is solely responsible for selecting the Account which adequately meets its requirements. To the
extent that the Host's usage requirements change and it requires a different Account, it will be required to
indicate acceptance of the change (including the change in Fees) and sign a new Order Form before it is able to to
access the benefits of the newly selected Account.