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Special Conditions relating to the Smart Book Accounts

1 Listings

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 Services.

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.

1 Bookings and Engagement of Headbox as Agent

1.1 In addition to the Host's agreement with HeadBox to use the Site and Services (explained in the HeadBox Business Terms & Conditions) the Host is also entering into a separate agreement with the Guest when it hires a Venue for an Event. HeadBox's responsibilities are limited to: (i) facilitating the availability of the Site and Services (ii) negotiating contracts on behalf of Guests (see clause 2.3) and (iii) as payment collection agent handling payments from Guests on behalf of Hosts and returning payments to Guests (where applicable) ("Payment Agent").

1.2 The Host agrees that payment made by a Guest through HeadBox, shall be considered the same as a payment made directly to the Host, and the Host will provide the Venue booked by the Guest in the agreed-upon manner as if the Host has received the payment directly from the Guest.

1.3 The Host authorises HeadBox to negotiate (and for Events where the Agreed Total Cost is £5,000 or more (excluding VAT) to sign or otherwise conclude) contracts with Guests for the hire of the Venue in the name of and on behalf of the Host, without prior reference to the Host, on the terms contained in the Booking Form, together with the following terms:

1.3.1 For Events whereby the Agreed Total Cost is less than £5,000 (excluding VAT), the Venue Hire Terms as set out in Schedule 8; or

1.3.2 For Events whereby the Agreed Total Cost is £5,001 or more (excluding VAT), the Venue Hire Terms as set out in Schedule 8 together with the Headbox Host's standard terms of hire supplied to HeadBox prior to submission of the Booking Form to a Guest and/or the Guest’s standard terms of use supplied to the HeadBox Host with the Booking Form. In the event of any conflict, the following order of predence shall apply:

(a) the Venue Hire Terms;

(b) HeadBox Host's standard terms of hire;

(c) Guest’s standard terms of use

(each an “Event Contract”). 

1.4 Where a booking is requested for a Venue, the Host shall either confirm or reject the Booking Request within 1 Business Day of receipt, otherwise the Booking Request will be automatically cancelled and the Guest's offer will lapse.

1.5 When a Booking Request is submitted, HeadBox will share with the Host (i) the name of the Guest who has requested the booking, (ii) a link to the Guest's HeadBox Account profile page, (iii) where possible, the names of any members of any third-party social networking sites ("SNS") who the Host is "friends" with, or associated with on the SNS if such individuals are also "friends" or associated with the Guest on such SNS, and (iv) where possible an indication that the name that the Guest provided to HeadBox when the Guest became a Member matches the name that the Guest supplied to the SNS provider to which the Guest has linked his or her HeadBox Account, so that the Host can view such information before confirming or rejecting the Booking Request.

1.6 Once the HeadBox Host has confirmed the Booking Request, HeadBox will confirm this with the Guest and require the Guest to accept the Booking Form. The HeadBox Host will hold the booking for 24 hours from confirming the Booking Request to allow the Guest time to accept the Booking Form. HeadBox will then seek confirmation from the HeadBox Host that the booking is confirmed. For Events under £5,000 (excluding VAT) or otherwise agreed, once the HeadBox Host has confirmed its acceptance of the Booking Form via the Site, a legally binding Event Contract between the Guest and the HeadBox Host is formed at this point. For Events over £5,000 (plus VAT) or otherwise agreed, once both HeadBox (on behalf of the Guest) and the HeadBox Host have signed the Booking Form, a legally binding Event Contract between the Guest and the HeadBox Host is formed. 

1.7 In the event that the Host does not provide Headbox with its own standard terms of hire pursuant to clause 2.3.2 of this Schedule, then the Venue Hire Terms set out in Schedule 8 shall apply to the Event Contract.

1.8 The Host also hereby authorises HeadBox to collect payments from the Guest pursuant to the Event Contract as Payment Agent and remit the funds to the Host in accordance with clause 5.2.2 of this schedule and to repay funds to a Guest following cancellation in accordance with the Cancellation Terms.

1.9 The Host shall make available to HeadBox on request all procedures and policies concerning fire safety and all appropriate safety and security measures at the Venue.

1.10 The Host shall not (by act or omission) do anything that may adversely affect the reputation of the HeadBox brand.

2 Event Damage

2.1 All bookings for an Event are made directly between the Host and the Guest and at the Host's and Guest's own risk.

2.2 Where a dispute is referred to HeadBox, HeadBox will use its reasonable endeavours to address the Host’s requests and claims relating to Damage Deposits, but HeadBox is not responsible for administering or accepting any claims by the Host relating to Damage Deposits, and disclaims any and all liability in this regard.

3 Cancellation of Event

3.1 If the Host wishes to cancel a confirmed Event either prior to or during the Hire Period, the Host should notify Headbox immediately and the cancellation policy as set out in the relevant Event Contract shall apply ("Cancellation Terms").

4 Charges

4.1 Fees for Access to the Software

4.1.1 The Host shall pay to HeadBox 10% of the Total Agreed Cost of all confirmed bookings as a commission.

4.1.2 All Subscription Fees shall be paid by the Host to HeadBox by cheque or by electronic bank transfer by no later than:

(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).

4.1.3 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.

4.2 Charges for Event

4.2.1 The Host agrees that HeadBox will collect the Agreed Total Cost from the Guest and remit the funds to the Host. HeadBox will make payment to the Host by way of BACS payment 45 days after the event has been confirmed.

4.2.2 HeadBox shall only pay the Host the Agreed Total Cost once it has received the Agreed Total Cost from the Guest. If cleared funds have not been received by HeadBox into the HeadBox’s client account as per the payment terms applicable to the Guest, then HeadBox will be under no obligation to remit any funds to the Host and accordingly the Host may cancel the booking. The Host acknowledges that the Guest will be liable to pay any cancellation charges imposed by the Host in accordance with the Event Contract. If applicable, HeadBox will remit any cancellation charges received into the HeadBox client account to the Host.

4.3 General

All amounts stated or referred to in this Agreement:

4.3.1 shall be payable in pounds sterling;

4.3.2 are non refundable (save for any refund to the Guest in accordance with the Cancellation Terms);

4.3.3 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. 

4.4 Set off

4.4.1 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.

4.4.2 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.

4.5 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:

4.5.1 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

4.5.2 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.

4.6 Increases

4.6.1 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 Notice").

4.6.2 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.

4.7 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.