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HeadBox Terms & Conditions

Last Updated: 3 July 2017

  1. Introduction

    1. HeadBox Solutions Ltd, Company Registration Number 09410663 and registered address: 3rd Floor, 24 Chiswell Street, London EC1Y 4YX hereinafter referred to as "HeadBox", "we", "us", or "our") provides an online platform that connects individuals and companies who have venues and spaces to rent ("Hosts") with guests seeking to rent such spaces and venues ("Guests") including any Hosts Services, Additional Services or use of the Concierge Service (collectively, the "Services"). The Services are accessible at www.headbox.com and any other website through which HeadBox makes the Services available (collectively, the "Site"). Only registered users ("Members") will be permitted to undertake a transaction using the Site. By using the Site you agree to comply with and be legally bound by these Terms and Conditions of Service ("Terms"), even if you do not become a Member. These Terms govern your access to and use of the Site, the Services and all Collective Content (defined below), and constitute a binding legal agreement between you and HeadBox. Please also read carefully the Fees Policy, Review Policy, Guest Refund Policy, Intellectual Property Policy, Cancellation Policy and Reward and Referral Policy which are incorporated into our Terms ("Policies") and our Privacy Notice which explains how we deal with your personal data. We also publish from time to time guides on how to make best use of our Site, for example be a Welcoming Host and a Hospitable Guest. These Guides are provided for information purposes only and do not form part of our Terms and we do not take any responsibility for their content or the consequences of any one following our Guides.
    2. By becoming a Member and then accessing any information from the Site or Services and/or proceeding to engage with a Host or a Guest via the Site or registering a Listing you are deemed to have read all of these Terms, and Policies and you agree to be bound by them.
  2. About our Website

    1. The Site and Services comprise an online platform through which Hosts may create Listings for their Space and Guests may learn about and contract to use the Space directly with the Host using the platform. You understand and agree that unless specifically agreed in writing by HeadBox, HeadBox is not a party to any agreement entered into between a Guest and a Host and that HeadBox has no control over the conduct of the Hosts, Guests and other users of the Site, Services or Space. HeadBox specifically disclaims all and any liability over the conduct of any Hosts, Guests or other users of the Site and Services or any Space to the maximum extent permitted by Law.
    2. Certain areas of the Site and the Services or Collective Content may require you to agree with and accept additional terms and conditions. If there is a conflict between any additional terms and conditions and these Terms, then these Terms will take precedence between HeadBox and a Member and govern your use of or access to that area of the Site, Services, or Collective Content.
    3. If you register your company or other legal entity as a Member, 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.
    4. Where you register for a HeadBox Business Account, you will still need to register as a Member but in addition to these general Terms of Service, your Booking Requests will be subject to the terms set out in Part C (HeadBox Business Terms) below.
  3. Definitions

    1. We use defined terms throughout our website and they have the following meanings:
    2. "Authorised User" means an individual Member who is an employee or representative of a Headbox Business Customer.

      "Additional Services" means any additional services such as, but not limited to, catering, AV equipment, and entertainment that HeadBox provides to Guests via Host Services or via third party suppliers as part of a Booking whether the Booking is made on-line or off-line.

      "Booking" means the agreement between a Host and a Guest for the hire of a Space and any associated Host Services, for the Hire Period.

      "Booking Dashboard" HeadBox's proprietary software made available to HeadBox Business Customers only, allowing HeadBox Business Customers to view and access data about all Bookings made through that HeadBox Business Account.

      "Booking Request" means an offer by a Guest to rent a Space submitted via the Site or the Concierge Service which may be accepted or rejected by a Host.

      "Booking Request Period" means 24 hours starting from the time when a booking is requested by a Guest (as determined by HeadBox in its sole discretion), within which a Host may decide whether to confirm or reject that Booking Request, as stated on the Site or Services.

      "Cancellation Policy" means the cancellation policies published by HeadBox which form a term of this Agreement and which shall apply to all Listings and Hosts.

      "Collective Content" means Member Content and HeadBox Content.

      "Concierge Service" means services offered to Members by HeadBox staff in order to facilitate the booking of a Space whether that booking is made on-line or off-line including but not limited to suggestions and introductions to venues and suppliers.

      "Content" means text, graphics, images, music, software, audio, video, information or other materials.

      "Damage Deposit" means a sum required by a Host to be held against potential damage to a Space as further described in Clause 10 below.

      "Guest" means a Member who requests to book a Host Space and Additional Services via the Site or Services.

      "HeadBox Business Account" an account linked to a Member's organisation permitting that Members Authorised Users to access and book on the same account, subject to the HeadBox Business Terms and Conditions, and which gives access to HeadBox's proprietary Booking Dashboard.

      "HeadBox Business Customer" a Member who has been invited to create a HeadBox Business Account including their Authorised Users.

      "HeadBox Business Terms" means the specific terms and conditions applicable where a Booking Request is made by a HeadBox Business Customer.

      "HeadBox Content" means all Content that HeadBox makes available through the Site, or Services, including any Content licensed from a third party, but excluding Member Content.

      "Hire Period" means the duration for which a Host's Space has been rented out by a Guest as set out in the Booking Request made by a Guest and accepted by a Host.

      "Host" means a Member who creates a Listing via the Site and Services.

      "Host Fees" means the fee that HeadBox charges a Host for use of its Services, typically which is calculated as a percentage of the applicable Space Fees and/or Host Services. The Host Fees will be displayed to the Host when the Host is asked whether to confirm or reject a Booking Request from a prospective Guest via the platform or provided by HeadBox where services are made off-line. The Host Fees may change from time to time as set out in our Fees Policy.

      "Host Services" means any related services including catering, design, delivery or other services which the Host agrees to provide to a Guest during the Hire Period.

      "Host Special Promotion" means an offer from a Host for a special price or discount on a product or service or event which is promoted to the Member via the Site or Services.

      "Listing" means a Space that is listed by a Host as available for rental via the Site and Services.

      "Member" means an individual or an organisation who completes HeadBox's account registration process and has agreed to be bound by these Terms and Policies.

      "Member Content" means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site or Services.

      "Member Reward Scheme" means any Members reward scheme introduced by HeadBox from time to time.

      "Processing Fees" means the processing fee that HeadBox charges a Guest for using its Services via the on-line platform and through the Concierge Services. The Processing Fees will be displayed to the Guest when the Guest is asked whether it wishes to send a Booking Request to a Host or provided by HeadBox where services are provided off-line. Processing Fees may change from time to time as set out in our Fees Policy.

      "Service Fees" means collectively the Processing Fees and the Host Fees.

      "Space" as per the meaning given in Clause 5.2 below.

      "Space Fees" means the amounts that are due and payable by a Guest in exchange for that Guest's use of a Host's Space and any Host Services the Host has stipulated as part of the Booking. The Host alone, and not HeadBox, determines these amounts. The Host may in his or her sole discretion decide to include in these amounts (i) a cleaning fee or any other fee permitted on the HeadBox platform, or (ii) Taxes that the Host determines that he or she has to collect which must be clearly displayed prior to a Booking Request being made including whether for example VAT is included or not. If a Tax is not displayed then it will be deemed to be included.

      "Tax" or "Taxes" mean any sales taxes, value added taxes (VAT), goods and services taxes (GST), transient occupancy taxes, fees (such as convention centre fees) that may be required by law to be collected and remitted to governmental agencies, and other taxes.

      "Total Fees" means collectively the Space Fees and the Processing Fees (plus any Taxes in respect of Guest Fees, such as VAT).

  4. Modification

    HeadBox reserves the right, at its sole discretion, to modify the Site or Services or to modify these Terms, at any time and without prior notice. Such modifications will not apply to completed Bookings but will apply to all uncompleted Bookings. If we modify these Terms, we will post the modification on the Site or via the Application or provide you with notice of the modification. For an uncompleted Booking the Guest and the Host will receive notification that any modification has been made prior to completion of the Booking transaction and the Guest will be given the option of withdrawing their Booking Request. We will also update the "Last Updated Date" at the top of these Terms. By continuing to access or use the Site, or Services after we have posted a modification on the Site or have provided you with notice of a modification, you will be deemed to have accepted that you will be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and Services.

  5. How the Site, and Services Work

    1. The Site and Services can be used to facilitate the searching, listing, booking and payment for business spaces and venues ("Spaces"). Such Spaces are included in Listings on the Site by Hosts. You may view Listings as an unregistered visitor to the Site, however, if you wish to book a Space or create a Listing, you must first register to create a HeadBox Account and become a Member.
    2. In addition to your agreement with HeadBox to use the Site and Services (explained in these Terms of Service) you are also entering into a separate agreement with the other Member when you make a Booking Request and hiring a Space, the terms of which are set out in more detail in Part B. HeadBox is not an owner or operator of properties, venues or Spaces or an agent of any party with a Listing (except in a limited role as payment collection agent handling payments from Guests on behalf of Hosts ("Payment Agent")). HeadBox does not own, sell, resell, furnish, provide, rent, re-rent, manage and/or control any of the properties, venues and spaces comprising the Listings. HeadBox's responsibilities are limited to: (i) facilitating the availability of the Site and Services and (ii) serving as Payment Agent on behalf of the Host.
    3. All bookings for a Space are made directly between the Host and the Guest and at the Host's and Guest's own risk. HeadBox cannot and does not control the content of any Listing and does not control the condition, legality and suitability of any Space. All use of the Space is at the risk of the Guest who should ensure that all insurances for the use of the Space are in place. HeadBox specifically disclaims all and any liability over the condition of any Space to the maximum extent permitted by Law.
  6. Eligibility

    The Site and Services are intended for business use only and as such only persons who are 18 or older or businesses, Government agencies or instrumentalities, charitable institutions, partnerships, companies and sole traders will be permitted to become Members and undertake transactions as Guests or Hosts on the Site. Any access to or use of the Site or Services by anyone under 18 is expressly prohibited. By accessing or using the Site or Services you represent and warrant that you are 18 or older.

  7. Account registration

    1. In order to access certain features of the Site and to book a Space or create a Listing, you must register to create an account ("HeadBox Account") and become a Member. You will need to provide your name, email, mobile number and a password to register. You may register to join the Services directly via the Site or as described in this section
    2. You can also register to join as a Member by logging into your account with certain third-party social networking sites ("SNS") (including, but not limited to, Facebook and Linkedin), (a "Third-Party Account"). As part of the functionality of the Site and Services, you may link your HeadBox Account with a Third-Party Account, by either: (i) providing your Third-Party Account login information to HeadBox through the Site; or (ii) allowing HeadBox to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to HeadBox and/or grant HeadBox access to your Third-Party Account without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating HeadBox to pay any fees or making HeadBox subject to any usage limitations imposed by such third-party service providers. By granting HeadBox access to any Third-Party Accounts, you understand that HeadBox will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account ("SNS Content") so that it is available on and through the Site, via your HeadBox Account and HeadBox Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personal information that you post to your Third-Party Accounts will be available on and through your HeadBox Account on the Site. Please note that if a Third-Party Account or associated service becomes unavailable or HeadBox's access to such Third-Party Account is terminated, then the SNS Content will no longer be available on and through the Site. You have the ability to disable the connection between your HeadBox Account and your Third-Party Accounts, at any time, by accessing the "Settings" section of the Site.
    3. Please note that your relationship with the Third Party Account service provider is governed solely by your agreement with such Third Party service provider. HeadBox makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and HeadBox is not responsible for any SNS Content.
    4. We will create your HeadBox Account and your HeadBox Account profile page for your use of the Site based upon the information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active HeadBox Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. HeadBox reserves the right to suspend or terminate your HeadBox Account and your access to the Site and Services if you create more than one (1) HeadBox Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your HeadBox Account, whether or not you have authorized such activities or actions. You will immediately notify HeadBox of any unauthorized use of your HeadBox Account.
  8. No endorsement

    1. HeadBox does not endorse any Member or any Space. You understand that any HeadBox Content including photographs (including 3D photography) are intended only to indicate a photographic representation of the Space at the time the photography was taken. They are not an endorsement by HeadBox of any Member or any Space. Members are required by these Terms to provide accurate information, and although HeadBox may undertake additional checks and processes designed to help verify or check the identities or backgrounds of Members, we do not make any representations about, confirm, or endorse any Member or the Member's purported identity or background.
    2. Any references in the Site or Services to a Member being "verified" or "connected" (or similar language) only indicate that the Member has completed a relevant verification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by HeadBox about any Member, including of the Member's identity and whether the Member is trustworthy, safe or suitable. Instead, any reference is intended to be useful information for a Host to evaluate when a Host makes decisions about accepting a Booking via the Site. We therefore recommend that the Host always exercise due diligence and care when deciding whether to accept a Booking Request from a Guest, or to have any other interaction with any other Member. We are not responsible for any damage or harm resulting from your interactions with other Members.
    3. By using the Site or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from HeadBox with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Site regarding any Bookings or Listings made by you. This limitation shall not apply to any claim by a Host against HeadBox regarding the remittance of payments received from a Guest by HeadBox on behalf of a Host, which instead shall be subject to the limitations described in the section below entitled "Limitation of Liability".
  9. Listing your Space

    1. As a Member, you may create Listings for your Space. To create a Listing, you will be asked a variety of questions about the Space to be listed, including, but not limited to, the location, capacity, size, features, and availability of the Space, additional terms, pricing, related rules and financial terms including any additional Taxes not included in your pricing. In order to be featured in Listings via the Site, all Spaces must have valid physical addresses. Listings will be made publicly available via the Site and Services. Other Members will be able to book your Space via the Site and Services based upon the information provided in your Listing. You understand and agree that once a Guest sends a Booking Request for your Space, you may not alter the pricing shown on your Listing as their Booking Request constitutes their offer to rent the Space which Hosts may accept or reject.
    2. The Host acknowledges and agrees that they are responsible for any and all Listings they post. Accordingly, you represent and warrant that any Listing you post and the booking of, or a Guest's use of, a Space in a Listing you post (i) will not breach any agreements you have 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 Space included in a Listing you post (including having all required permits, licenses and registrations), and (b) not conflict with the rights of third parties. Please note that HeadBox assumes no responsibility for a Host's compliance with any agreements with or duties to third parties, applicable laws, rules and regulations.
    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 these Terms or Policies, or otherwise harmful to the Site or Services. The full details of this can be found in the HeadBox Review Policy.
    4. The quality of the photographs and 3D photography used to display a Space 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 Hosts the option of using a HeadBox approved photographer to take photographs including 3D Photography of their Spaces. If you as a Host choose to have a HeadBox approved photographer, any photographs taken will be made available to you to include in your Listing with a watermark or tag bearing the words "HeadBox Photo" or similar wording. All images, materials and content created by HeadBox approved photographers constitute HeadBox Content, regardless of whether you include them in your Listing.
    5. When you create a Listing, you may also choose to include certain requirements which must be met by the Members who are eligible to submit a Booking Request, including, but not limited to, requiring Members to have a profile picture or verified phone number, in order to book your Space. Any Member wishing to book Spaces included in Listings with such requirements must meet these requirements. More information on how to set such requirements is available via the "My Account" section of the Site and Services.
    6. As a Host, you understand and agree that HeadBox does not act as an insurer or as your contracting agent. If a Guest submits a Booking Request and uses your Space, any agreement you enter into with such Guest is between you and the Guest and HeadBox is not a party to that agreement except as the Host's Payment Agent.
    7. Whilst HeadBox makes certain tools available to a Host to help them make informed decisions about which Members you choose to confirm a booking you acknowledge and agree 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 Space 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 Space at your request, invitation or with your agreement.
    8. HeadBox recommends that Hosts obtain appropriate insurance for their Spaces. Please review any insurance policy that you may have for your Space carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply to such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Guests (and the individuals the Guest invites to the Space, if applicable) while at your Space.
  10. Damage Deposits

    1. Hosts may choose to include damage deposits in their Listings in the event a Guest damages the Space ("Damage Deposits"). Each Listing will describe whether a Damage Deposit is required for the Space. If a Damage Deposit is included in a Listing, HeadBox, will, in its capacity as Payment Agent, use its commercially reasonable efforts to either collect an amount equivalent to the Damage Deposit (for HeadBox Business Account users who are paying by invoice) or obtain a pre-authorization of the Guest's credit card in the amount the Host determines for the Damage Deposit within a reasonable time prior to the Guest's use of the Space. HeadBox will also use its commercially reasonable efforts to address Hosts' requests and claims related to Damage Deposits, but HeadBox is not responsible for administering or accepting any claims by Hosts related to Damage Deposits, and disclaims any and all liability in this regard.
    2. If in connection with a requested booking a Damage Deposit is required then a Guest will be asked to provide customary billing information such as name, billing address and credit card information to HeadBox's third-party payment processor(s) to permit HeadBox to obtain a pre-authorization of the Damage Deposit. The Guest will authorize HeadBox to charge a credit card to cover any agreed Damage Deposit.
  11. Bookings and Fees and Charges That Apply

    1. Where a booking is requested for a Space via the Site and Services, the Host will be required to either confirm or reject the Booking Request within the Booking Request Period, otherwise the booking request will be automatically cancelled and the Guest's offer will lapse. 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 an SNS with whom the Host is "friends" or associated 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 provided to the Third Party Social Network service 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. When a Host confirms a Booking Request from a Guest, HeadBox will send the relevant Members an email confirming the Booking depending on the selections made via the Site and Services and HeadBox shall be entitled to issue the Host an invoice in respect of the Host Fees.
    2. Once the Host has confirmed the Booking Request, a binding contract is formed between the Host and the Guest, the Guest is required to pay in full the Total Fees plus any applicable Damage Deposit to HeadBox. The Host is required to pay the applicable Host Fees to HeadBox and the Guest is required to pay the applicable Processing Fees to HeadBox as set out in the Booking. HeadBox will take full payment from the Guest of the Total Fees and any Damage Deposit by way of Paypal, credit or debit card. In the case of HeadBox Business Account Authorised Users, such Authorised Users may alternatively choose to make payment of the Total Fees and any Damage Deposit via invoice (see further the HeadBox Business Terms in Part B below. HeadBox will send each of the Guest and Host an email confirming the Booking. HeadBox will include its invoice to the Host in respect of the Host Fees in the same email.
    3. All payments are held by HeadBox in a dedicated client account and held on trust for the relevant Member. HeadBox only uses the money in the client account to facilitate the relevant Member's obligations under the Booking contract entered into with the other Member and to pay amounts payable to HeadBox as set out in these Terms and Conditions. Please note that HeadBox cannot control any fees that may be charged to a Member by his or her bank related to HeadBox's collection and payment of the Total Fees and HeadBox disclaims all liability in this regard.
    4. Once HeadBox has received payment from the Guest HeadBox will make payment of the Space Fees (less HeadBox's Host Fees, and any Taxes in respect of the Host Fees, such as VAT) to the Host (except and unless a refund is due to the Guest). If Payment has been made via Credit or Debit Card or Paypal then payment will be made to the Host after the Guest has completed its use of the space via HeadBox's next bi-monthly payment run. If payment is made via invoice then payment will be made to the Host via HeadBox's next bi-monthly payment run. The time it takes for the Host to receive payouts may depend upon the method for receiving payouts chosen by the Host. Some methods involve the use of third-party payment processors, who may impose their own additional charges for the use of their services on the Host.
    5. Balances will be remitted by HeadBox to Hosts via PayPal, Cheque, BACS, direct deposit or other payment methods described on the Site in Pound Sterling. Amounts may be rounded up or down as described in the "Rounding Off" section below.
    6. Please note that HeadBox may impose or deduct foreign currency processing costs on or from any payments or payouts by HeadBox in currencies other than Pound Sterling. More information on any such costs or deductions will be available via the Site.
    7. HeadBox reserves the right to change, alter or amend the fees it charges to Hosts and Guests upon reasonable notice. New fee rates will not apply to existing Bookings which are yet to be performed but will apply to all new Bookings after the date that the fees are introduced, altered or amended.
    8. If a Host receives an enquiry from or is contacted by a potential Guest via the Site & Services or as a result of the Concierge Service to book a Space and the Guest proceeds to book that Space with the Host but does not do so via the Site & Services then HeadBox reserves the right to charge the Host the same Host Fees as if that booking had been made via the Site & Services and Concierge Service and the Guest a fee of up to 15% of the Space Fees.
    9. If a Host receives a booking from a Guest via the Site & Services and/or Concierge Service or as a result of that Guest having found the Host on the Site & Services and then receives further bookings from that Guest via other means outside the Site & Services then HeadBox reserves the right to charge the Host the same Host Fees as if those bookings had been made via the Site & Services and/or Concierge Service [and to charge the Guest a fee of up to 15% of the Space Fees for each subsequent booking]. In such instance payment of the Space Fees and HeadBox's Host and Processing Fees as outlined in this Clause 11 will apply.
    10. In the event of the Host and Guest being obliged to make payment pursuant to Clause 11.8 and 11.9 above the Host agrees to pay HeadBox the applicable Host Fees and the Guest agrees to pay HeadBox the applicable Processing Fees in full (plus VAT if applicable) within 7 days of the Booking being confirmed.
    11. HeadBox may from time to time introduce a Members Reward Scheme to reward loyalty to Guests who make bookings through the Site. HeadBox will require any Member who wishes to benefit from the Members Reward Scheme to confirm that in doing so the Member has complied with the terms of any Bribery Act Policy operated by the Guest`s employer. HeadBox reserves the right to withhold any right to Membership or to the redemption of any reward scheme pending proof that the Guest has complied with any such Bribery Act Policy.
  12. Appointment of Payment Agent

    1. Each Host hereby appoints HeadBox as the Host's payment collection agent solely for the purpose of accepting the Space Fees from Guests whether a booking is made on-line via the Site & Services and/or the Concierge Service including as set out in Clauses 11.8 and 11.9 above.
    2. Each Member 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 make the Space available to the Guest in the agreed-upon manner as if the Host has received the Space Fees. Each Host agrees that HeadBox may, in accordance with the cancellation policy selected by the Host and reflected in the relevant Listing, (i) permit the Guest to cancel the booking and (ii) refund (via HeadBox) to the Guest that portion of the Space Fees specified in the applicable cancellation policy. Each Member understands that as HeadBox accepts payments from Guests as the Host's Payment Agent that HeadBox's obligation to pay the Host is subject to and conditional upon successful receipt of payment from a Guest. HeadBox does not guarantee payments to Hosts for amounts that have not been successfully received by HeadBox from Guests. In accepting appointment as the authorised Payment Agent of the Host for payment services only, HeadBox assumes no liability for any acts or omissions of the Host.
  13. Rounding Off

      HeadBox can only process payments for whole numbers and so payments will be rounded to the nearest whole number. HeadBox may, in its sole discretion, round up or round down amounts that are payable from or to Guests or Hosts to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, HeadBox will round up an amount of £101.50 to £102.00, and £101.49 to £101.00.

  14. Payment Processing Errors

      HeadBox will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by you, so that you end up receiving or paying the correct amount.

  15. Taxes

    1. You as a Host understand and agree that you are solely responsible for determining (i) your applicable Tax reporting requirements, and (ii) the Taxes that should be included, and for Taxes to be collected or obligations relating to applicable Taxes in Listings. You are also solely responsible for remitting to the relevant authority any Taxes included or received by you. A Host must clearly identify all additional taxes which are payable by a Guest at the time of a Booking Request otherwise such taxes will be deemed to be included in the Space Fee.
    2. If as a Host you are registered for VAT it is your responsibility to provide us with your VAT number. It is also your responsibility to tell us whether VAT is chargeable on the hire of your space if you are registered for VAT. We will prepare VAT invoices between you and your Guests on your behalf. These will be based on the information provided by you and on record at the point in time that the invoice is raised. HeadBox cannot be held responsible for any incorrect VAT arising from the information provided by you as a Member. If you are unsure of your VAT status or whether you should be charging VAT on your Space you should take professional advice. HeadBox cannot and does not offer tax-related advice to any Members.
    3. Where applicable and where a Host makes a request, HeadBox will use its reasonable endeavours to issue a valid VAT invoice to the Host in respect of the Host Fees.
  16. Member Conduct

    1. You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Site, Services and Collective Content. In connection with your use of the Site, Services and Collective Content, you may not and you agree that you will not:

      • breach any law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax laws;
      • use manual or automated software, devices, scripts, robots or other means or processes to access, "scrape," "crawl", "spider" or collect any information from or otherwise interact with any web pages or other services contained in the Site, Services or Collective Content;
      • use the Site, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms;
      • copy, store or otherwise access any information contained on the Site, Services or Collective Content for purposes not expressly permitted by these Terms;
      • infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
      • interfere with or damage our Site or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
      • use our Site or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
      • use our Site, Services or Collective Content in connection with the distribution of unsolicited commercial email ("spam");
      • "stalk" or harass any other user of our Site, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as an HeadBox Guest or Host;
      • offer, as a Host, any Space that you do not yourself own or have permission to rent for commercial or business use or other property (without limiting the foregoing, you will not list Spaces as a Host if you are serving in the capacity of a listing agent for a third party);
      • register for more than one HeadBox Account or register for a HeadBox Account on behalf of an individual other than yourself or organisation other than your employer/company you are authorised to represent;
      • contact a Host via the Site for any purpose other than asking a question related to a booking, such as a Host's Spaces or Listings;
      • contact a Guest via the Site for any purpose other than asking a question related to a booking or such Guest's use of the Site and Services;
      • recruit or otherwise solicit any Host or other Member to join third-party services or websites that are competitive to HeadBox, without HeadBox's prior written approval;
      • impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
      • use the Site, Services or Collective Content to find a Host or Guest and then complete a booking of a Space independent of the Site, or Services, in order to circumvent the obligation to pay any Service Fees related to HeadBox's provision of the Services or for any other reasons;
      • as a Host, submit any Listing with false or misleading price information, or submit any Listing with a price that you do not intend to accept;
      • post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) breaches, or encourages any conduct that would breach, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
      • systematically retrieve data or other content from our Site or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
      • use, display, mirror or frame the Site, Services or Collective Content, or any individual element within the Site, Services or Collective Content, HeadBox's name, any HeadBox trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site or Services, without HeadBox's express written consent;
      • access, tamper with, or use non-public areas of the Site or Services, HeadBox's computer systems, or the technical delivery systems of HeadBox's providers;
      • attempt to probe, scan, or test the vulnerability of any HeadBox system or network or breach any security or authentication measures;
      • avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by HeadBox or any of HeadBox's providers or any other third party (including another user) to protect the Site, Services or Collective Content;
      • forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or Collective Content to send altered, deceptive or false source-identifying information;
      • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Collective Content; or
      • advocate, encourage, or assist any third party in doing any of the foregoing.
    2. HeadBox has the right to investigate and prosecute breaches of any of the above to the fullest extent of the law.
    3. HeadBox may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against HeadBox or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of HeadBox, its users, or members of the public.
    4. You acknowledge that HeadBox has no obligation to monitor your access to or use of the Site, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating and improving the Site, and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as further set forth in these Terms. HeadBox reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that HeadBox, at its sole discretion, considers to be objectionable for any reason, in breach of these Terms or otherwise harmful to the Site or Services.
  17. Privacy

    See HeadBox's Privacy Policy for information and notices concerning HeadBox's collection and use of any personal information.

  18. Ownership

    You acknowledge and agree that the Site, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of HeadBox and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, or Collective Content.

  19. HeadBox Content and Member Content Licence

    1. Subject to your compliance with these Terms, HeadBox grants you a limited, non-exclusive, non-transferable licence, to (i) access and view any HeadBox Content solely for the purposes set out in these Terms and (ii) access and view any Member Content to which you are permitted access, solely for the purposes set out in these Terms. You have no right to sublicense the licence rights granted in this section.
    2. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licences or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by HeadBox or its licensors, except for the licences and rights expressly granted in these Terms.
  20. Member content

    1. We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site and Services, you hereby grant 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 Member Content on, through, by means of or to promote or market the Site and Services. HeadBox does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
    2. You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site and Services or you have all rights, licences, consents and releases that are necessary to grant to HeadBox the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or HeadBox's use of the Member Content (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.
  21. Links

    The Site and Services may contain links to third-party websites or resources. You acknowledge and agree that HeadBox is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by HeadBox of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.

    Some portions of the HeadBox platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to Google's terms of use, located at, http://www.google.com/intl/en_uk/help/terms_maps.html.

  22. Proprietary Rights Notices

    All trademarks, service marks, logos, trade names and any other proprietary designations of HeadBox used herein are trademarks or registered trademarks of HeadBox. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

  23. Intellectual Property Policy

    HeadBox respects the intellectual property rights of others and expects its users to do the same. It is HeadBox's policy to terminate in appropriate circumstances the HeadBox Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. The full terms are set out in HeadBox's Intellectual Property Policy.

  24. Feedback

    We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services ("Feedback"). You may submit Feedback by emailing us at info@headbox.com. You acknowledge and agree that all Feedback will be the sole and exclusive property of HeadBox and you hereby irrevocably assign to HeadBox and agree to irrevocably assign to HeadBox all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At HeadBox's request and expense, you will execute documents and take such further acts as HeadBox may reasonably request to assist HeadBox to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

  25. Suspension, Termination and HeadBox Account Cancellation

    1. We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your HeadBox Account.
    2. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your HeadBox Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Site, Services, your HeadBox Account, your Member Content, or receive assistance from HeadBox Customer Service, (b) any submitted Booking Requests will be immediately cancelled and will not be capable of acceptance by a Host; and (c) we may communicate to your Guests or Hosts that your access to HeadBox has been cancelled and provide confirmation that we will no longer act as Payment Agent for future transactions.
    3. We may, in our discretion continue to hold any payments yet to fall due (for example where payment has been made but the Space has not yet been used) and make payments in accordance with these Terms or we may arrange to formally refund the relevant Members with such amounts including any applicable Damage Deposits. You will not be entitled to any compensation for reservations or bookings (even if confirmed) that were cancelled as a result of a suspension, deactivation or termination of your HeadBox Account.
    4. You may deactivate your HeadBox Account by notifying HeadBox by email at info@HeadBox.com. Please note that if your HeadBox Account is deactivated, we do not have an obligation to return to you any Content you have posted to the Site and Services, including, but not limited to, any reviews or Feedback.
  26. Disclaimers

    1. If you choose to use the Site, Services or Collective Content and participate, you do so at your sole risk. You acknowledge and agree that HeadBox does not have an obligation to conduct background checks on any Member, including, but not limited to, Guests and Hosts, but may conduct such background checks in its sole discretion. The Site, Services and Collective Content are provided "as is", without warranty of any kind, either express or implied. Without limiting the foregoing, HeadBox explicitly disclaims any warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement, and any warranties arising out of a course of dealing or usage of trade. HeadBox gives no warranty that the Site, Services, Collective Content, including, but not limited to, the Listings or any Space, will meet a Guest's requirements or be available on an uninterrupted, secure, or error-free basis. HeadBox gives no warranty regarding the quality of any Listings, Spaces, the Services or Collective Content or the accuracy, timeliness, truthfulness, completeness or reliability of any Collective Content obtained through the Site, or Services.
    2. No advice or information, whether oral or written, obtained from HeadBox or through the Site or Services or Collective Content, will create any warranty not expressly made herein.
    3. You are solely responsible for all of your communications and interactions with other users of the Site or Services and with other persons with whom you communicate or interact as a result of your use of the Site or Services, including, but not limited to, any Hosts or Guests. You understand that HeadBox does not make any attempt to verify the statements of users of the Site or Services or to review or visit any Spaces. HeadBox gives no warranties as to the conduct of users of the Site or Services. You agree to take reasonable precautions in all communications and interactions with other users of the Site or Services and with other persons with whom you communicate or interact as a result of your use of the Site or Services, including, but not limited to, Guests and Hosts, particularly if you decide to meet offline or in person regardless of whether such meetings are organized by HeadBox.
  27. Limitation of liability

    1. Neither HeadBox nor any other party involved in creating, producing, or delivering the Site, Services or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, arising out of or in connection with these Terms, from the use of or inability to use the Site, Services or Collective Content, from any communications, interactions or meetings with other users of the Site, or Services or other persons with whom you communicate or interact as a result of your use of the Site, Services, or from your Listing or Bookings via the Site and Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not HeadBox has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
    2. Except for our obligations to pay amounts to applicable Hosts pursuant to these Terms, in no event will HeadBox's aggregate liability arising out of or in connection with these Terms and your use of the Site and Services, exceed: i) the aggregate amounts you have paid or owe for Bookings via the Site and Services as a Guest in the three (3) month period prior to the event giving rise to the liability, or if you are a Host, the amounts paid by HeadBox to you in the three (3) month period prior to the event giving rise to the liability, or ii) one hundred Pounds Sterling (£100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between HeadBox and you.
    3. Nothing in these Terms shall exclude HeadBox's liability for fraud, fraudulent misrepresentation or death or personal injury caused by HeadBox's negligence.
  28. Indemnification

    You agree to release, defend, indemnify, and hold HeadBox and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Services, or Collective Content or your breach of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) Booking, or (iii) creation of a Listing; and (d) the use, condition or rental of a Space by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a rental, Booking or use of a Space.

  29. Audit

    1. Each Member shall retain all records relating to its use of the HeadBox Site for a period of six (6) years. HeadBox shall have the right to audit all books and records of a Member that relate to these Terms, during ordinary business hours on not less than twenty-four (24) hours' prior notice. The Member will provide reasonable cooperation to HeadBox and its representatives in connection with such audit, including, without limitation, in the case of a Host, making personnel at the Space available to answer any questions HeadBox or its representatives may have.
  30. Entire Agreement

    These Terms of Service, except Part B which governs the relationship between Hosts and Guests and to which HeadBox is not a party, constitute the entire and exclusive understanding and agreement between HeadBox and you regarding the Site, Services, Collective Content, any Bookings or Listings of Spaces made via the Site and Services. These Terms supersede and replace any and all prior oral or written understandings or agreements between HeadBox and you regarding Bookings or Listings, the Site, Services and Collective Content.

  31. Data Protection

    1. Each party shall comply with the provisions and obligations imposed by applicable data protection laws ("Data Protection Legislation"), together with any subsequent re-enactment or amendment, in storing and processing personal data.
    2. To the extent that a party or its personnel are required, in carrying out their obligations under these Terms, to process personal data on behalf of another party, the party acting as data processor, will: (i) act only on the instructions of the applicable Data Controller; (ii) comply with the Data Controller's instructions in relation to the processing of personal data as given and varied by the Data Controller from time to time; (iii) at all times take all appropriate technical, operational, managerial, physical, organisational measures in accordance with prevailing practices of care, skill, professionalism and diligence to safeguard against unauthorised or unlawful processing of personal data and against any unauthorised or unlawful accidental loss, destruction of, or damage to, personal data and ensure the security of such personal data; and (iv) without delay notify the Data Controller of any complaint, investigation or request for information from a data subject or regulatory authority or of any actual or suspected loss, damage or unauthorized access to any personal data and promptly give such assistance and co-operation as the Data Controller may request.
  32. General

    You may not assign or transfer any part of these Terms, by operation of law or otherwise, without HeadBox's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. HeadBox may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

    1. In the event any provision, clause, sentence, phrase, or word in these Terms or their application is held to be invalid or unenforceable such invalidity or unenforceability shall not affect the validity or unenforceability of the remainder of these Terms or the application of any such provision, sentence, clause, phrase or word in any other circumstances.
    2. Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by HeadBox (i) via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
    3. Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.
  33. Force Majeure

    1. No party shall be liable for any failure to perform or delay in performance of any of its obligations under these Terms caused by circumstances beyond their reasonable control, including but not limited to war, strike, accident, fire or natural catastrophe, provided that that party has used reasonable endeavours to mitigate the effect of such events.
  34. Confidentiality

    1. For the purposes of this clause, "Confidential Information" shall mean any information which comes into the possession or control of a party or any of its personnel or agents as a result of a Booking or relating to HeadBox's or a Member's directors, officers and employees, budgets, prices, order book, accounts, finances, parent and subsidiary companies, and any similar information in relation to HeadBox's or the Member's clients and any other information relating to HeadBox, the Member or its clients which is commercially sensitive.
    2. Each party agrees that, during and after the Hire Period, it will at all times treat and safeguard as private and confidential all Confidential Information and all trade secrets and financial information relating to HeadBox, the other Member or any of its or their affiliates or clients and that it will not either reproduce, copy or use in any way for any purpose any such Confidential Information except as may be strictly necessary in order to properly perform its obligations under these Terms.
    3. Upon the written request of HeadBox, the receiving Member will immediately return any such Confidential Information which may be in its possession, together with any copies which have been made.
    4. The obligations in this clause shall not apply to any Confidential Information which is in the public domain other than as a result of any breach by the Host of the terms set out in these Terms or to any Confidential Information which is required to be disclosed by law.
  35. Controlling Law and Jurisdiction

    These Terms will be governed by the laws of England and Wales and be enforceable only in a court of competent jurisdiction in England and Wales.

  36. Contacting Headbox

    If you have any questions about these Terms please contact HeadBox at support@headbox.com

  37. Part B Additional Terms governing the contract between Hosts and Guests

  38. Bookings

    1. Pursuant to Clause 11 of these Terms, where a Host accepts a Guest's Booking Request, a binding contract is formed. In addition to each Member's obligations under these Terms, the contract between the Host and the Guest shall be governed by the terms contained in Part B of these Terms, and any other terms which a Host identifies within the Listing and makes available to the Guest. Where the Member is a HeadBox Business Customer, the terms contained in Part C of these Terms shall also apply and in the event of a conflict between the provisions of Part C and any other part of these Terms, Part C shall prevail.
    2. In the event of a conflict in any terms and conditions between a Host and Guest only (with the exception of HeadBox Cancellation Policy) the following order of precedence shall apply: i) any terms provided by a Host which they expressly state in the relevant Booking are to prevail; ii) the HeadBox Business Terms at Part C (if applicable to the relevant Member); iii) these terms in Part B; and iv) the remainder of the Terms.
  39. Hosts Obligations

    1. In offering and/or making your Space available to Guests, in addition to agreeing to the Member Conduct provisions at Clause 16 of the Terms above, as a Host, you represent and warrant that you will at all times:
      1. ensure that your Space is of a high standard and quality and is kept clean, tidy and safe for Guests to use;
      2. comply with these Terms and any other obligations to your Guests, including any claims you make relating to your Space;
      3. comply with all applicable legislation and recognised industry standards in providing the Space, including fire, safety, building and other codes and regulations;
      4. have in place and maintain procedures and policies concerning fire safety, and all appropriate safety and security measures at the Space and make available such policies to the Guest, and to HeadBox on request;
      5. obtain and maintain all insurance that you are legally required to have in place arising in connection with the hire and use of your Space including but not limited to public liability insurance with a reputable provider of no less than £5million (or local equivalent) per event or series of unconnected events, employers' liability insurance in the sum of £10m, professional indemnity insurance in the sum of £1m, which insurance in each case shall be sufficient to cover the Space, HeadBox, the Guest, attendees of any event and, if applicable, the Guest's clients, against any claims arising from any activities conducted in the Space during the Hire Period;
      6. act in a professional manner and with all reasonable diligence, skill and care;
      7. act in good faith when dealing with Guests;
      8. not (by act or omission) do anything that may adversely affect the reputation of the HeadBox brand or the brand of the applicable Guest.
    2. The Host further warrants and undertakes that, where the Host provides Host Services in addition to the hire of the Space:
      1. it and its subcontractors and service providers will perform the Host Services with reasonable skill and in accordance with recognised industry practice and standards and in any event, to the reasonable satisfaction of the Guest;
      2. the Space and all of its subcontractors and service providers are of a good standard and appropriate for the intended use;
      3. the Host Services will conform in all material respects with all descriptions and specifications provided to it by HeadBox and will be available to the Guest for the agreed Hire Period;
      4. all of its employees, agents and contractors carrying out the Host Services shall be suitably qualified with appropriate levels of training, experience and seniority to carry out the Host Services;
      5. the Host Services will be provided in accordance with all applicable legislation from time to time in force and the Host will inform the Guest as soon as it becomes aware of any changes in that legislation to the extent that such change may have a material impact on the Host Services or an event;
      6. the Host shall be responsible for ensuring that the Guest's use of the Space is free from outside distractions, disturbances and interruptions, including, without limitation, disturbances from other events being held at the same location and in the immediate vicinity of the Guest's event;
      7. at all times during the Hire Period, the Host shall ensure that the Space shall be in at least materially the same condition as it was on the date of the Booking; and
      8. the Host will notify the Guest immediately on becoming aware of any event or circumstance that has caused or may cause a delay in the commencement or completion of the Services or may affect any matter relating to a Booking and shall remedy at its own cost any part of the Host Services which do not conform to these Terms.
  40. Guest's Obligations and Damage to Spaces

    1. Guests must use the Space in accordance with these Terms and must pay the Space Fees as agreed in the Booking via the HeadBox Site and Services and any additional amounts agreed in respect of any Host Services as well as any applicable Damage Deposit as outlined in the Booking. If Payment is not made in accordance with the payment terms of your Booking, your Booking may be at risk.
    2. Each Guest shall act in a reasonable manner and comply with the specific Host requirements identified in the applicable Listing.
    3. Guest's shall ensure that they obtain and maintain all appropriate insurances arising in connection with the hire and use of the Space including but not limited to public liability insurance with a reputable provider of no less than £5million (or local equivalent) per event or series of unconnected events.
    4. If a Guest uses a Space in a way that contravenes the Terms then the Host has the right to retain part or all of the Damage Deposit collected from the Guest at the time of the booking in accordance with these Terms.
    5. As a Guest, you are responsible for leaving the Space in the condition it was in when you arrived. You acknowledge and agree that, as a Guest, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Space. In the event that a Host provides evidence of damage, including but not limited to photographs, you agree to pay the cost of replacing the damaged items with equivalent items and authorise HeadBox to deduct any damages from the Damage Deposit. After being notified of the claim and given forty-eight (48) hours to respond, the payment will be taken from your Damage Deposit, unless you elect to have the matter referred to mediation with HeadBox. If there is no Damage Deposit then the recovery of damages will be a matter to be determined between the Guest and the Host and HeadBox will have no role to play in such determination.
    6. Where a dispute is referred to HeadBox, HeadBox will use its commercially reasonable efforts to address Members' requests and claims relating to Damage Deposits, but HeadBox is not responsible for administering or accepting any claims by Members relating to Damage Deposits, and disclaims any and all liability in this regard.
    7. If a Host does not provide evidence of damage, including but not limited to photographs within 24 hours of the Hire Period taking place then the Host authorises HeadBox to return the Damage Deposit to the Guest via the Site or via HeadBox's next bi-monthly payment run.
  41. Service Providers

    1. Subject to agreement by the Host the Guest shall have the right to engage any reputable service provider of its choice to provide services such as, but not limited to, audio-visual equipment and operation, floral, security, photographic, labour, entertainment and other similar services required by the Guest at the Space during the Hire Period. The Host shall not charge a surcharge for use of such outside service providers and shall reasonably cooperate with such outside service providers. The Host will supply supplemental equipment and resources on an as-needed basis, at such rates as the parties may agree in writing.
  42. Cancellations and Refunds

    1. If, as a Guest, you wish to cancel a confirmed Booking made via the Site or Services either prior to or after arriving at the Space or at any time during the Hire Period, the Cancellation Policy of the Host contained in the applicable Booking will apply to such cancellation. HeadBox will refund the applicable Space Fees plus Damage Deposit according to that Cancellation Policy to the Guest as long as such Space Fees are still held by HeadBox within seven days of the cancellation ii) or if HeadBox has already remitted the Space Fees to the Host on behalf of the Guest as per Clause 11.4 above then the Host will refund the applicable Space Fees for such Booking to the Guest within seven days of the cancellation. The Processing Fees and Host Fees are non-refundable regardless of the Cancellation Policy selected by the Host.
    2. If, as a Host, you cancel a confirmed Booking for a Space made via the Site or Services either prior to or during the Hire Period, the Host Fees is non-refundable regardless of the reason for cancellation. HeadBox may at its absolute discretion also apply penalties or take the following actions including (i) publishing an automated review on your Listing indicating that a reservation was cancelled, (ii) keep the calendar for your Listing unavailable or blocked for the dates of the cancelled booking, or (iii) impose a cancellation fee equal to 25% of the Space Fees (to be withheld from any future payments or invoiced to the Host as a one off penalty charge).
    3. If a Host cancels a confirmed Booking made via the Site or Services (i) HeadBox will refund the Space Fees plus any Damage Deposit for such Booking to the applicable Guest as long as such Space Fees are still held by HeadBox within seven days of the cancellation ii) or if HeadBox has already remitted the Space Fees to the Host on behalf of the Guest as per Clause 11.4 above then the Host will refund the Space Fees for such a Booking to the applicable Guest within seven days of the cancellation (ii) the Guest will receive an email or other communication from HeadBox containing alternative Listings and other related information. If the Guest makes a Booking Request from one of the alternative Listings and the Host associated with such alternative Listing confirms the Guest's Booking Request, then the Guest agrees to pay the Total Fees relating to the confirmed Booking for the Space in the alternative Listing, in accordance with these Terms (including HeadBox's Host Fees for the applicable Listing).
  43. Part C – Additional HeadBox Business Terms and Conditions

  44. HeadBox Business Accounts

    1. Members who are invited to set up and subscribe to a HeadBox Business Account will be granted a non-exclusive, right to use the HeadBox Booking Dashboard during the term of their membership of the Site. HeadBox reserves the right to charge Members a subscription fee for use of the HeadBox Booking Dashboard from time to time and its use may be subject to separate terms and conditions from time to time.
    2. HeadBox Business Customers will have the right to invite an agreed number of Authorised Users to register with the Site and to submit Booking Requests. All Booking Requests made by Authorised Users will be recorded and the data made available on the applicable HeadBox Business Customer Booking Dashboard.
  45. Payment

    1. In addition to the provisions of Clauses 11 to 15 above, HeadBox Business Customers also have the option of requesting payment by invoice rather than using credit/debit card or Paypal. HeadBox shall issue invoices in respect of the Total Fees and any applicable Damage Deposit to the HeadBox Business Customer as Payment Agent on behalf of the Host in accordance with these Terms.
    2. Invoices shall be payable to HeadBox on receipt if the applicable Hire Period commences within thirty (30) days or otherwise within thirty (30) days from the date of invoice and in any event no later than 48 hours prior to the start of the Hire Period. If cleared funds have not been received by HeadBox as per these payment terms then the Host has the right to cancel the Booking without further liability and the Guest agrees that the Total Fees will still be payable as per Clause 44.2 below.
    3. In the event a Member disputes any invoice payable under these Terms, only the amount in dispute shall be withheld from payment, the Member shall pay the remaining amount, and the withholding of the disputed amount shall not be deemed a breach of these Terms. For the avoidance of doubt, payments made by credit card or Paypal are processed immediately and in full.
  46. Cancellation of HeadBox Business Bookings

    1. Subject to Clause 44.2, a Guest may cancel a Booking made by a HeadBox Business Customer by giving notice in writing to the Host, subject to and in accordance with the Cancellation Policy as set out in these Terms.
    2. Where a Guest has chosen to pay by invoice, the 'Strict' Cancellation Policy as detailed in our Cancellation Policy shall apply and no refunds will be granted except as otherwise offered in accordance with these Terms.
    3. If the Host cancels a Booking made by a HeadBox Business Customer or is otherwise in the breach of any of these Terms, the Host will be liable for all damages which the Guest may suffer, including all costs related to rescheduling the relevant event, where possible. Such costs shall include, but not be limited to:

      1. expenses of HeadBox's staff to research alternate facilities, including travel costs;
      2. any increase in the cost of the alternative facility;
      3. administrative and operational costs, including return of pre-registration fees, programme printing, attendee notification, and any other costs and expenses associated with rescheduling the event; and
      4. if Guest is unable to secure alternative facilities the Host will also be liable to Guest for out of pocket expenses on the cancelled event.
    4. Hosts will refund any and all sums already paid to it by HeadBox within ten days of the Host's notice of cancellation, and such notice shall constitute "cause", entitling Guest to terminate its obligation under these Terms without liability. HeadBox may, in its absolute discretion, apply a cancellation fee equal to 25% of the Space Fees, which may be withheld from any future payments or invoiced to the Host as a one off penalty charge. The Host Fees is non-refundable.